The adventures of Spidey and Ariel
by The Whip
Summary: This boy name is Spidey a 17 year old teen, armed with a whip, bow and arrow, two different blades, a shield, a guitar, a Ultimatrix, and a Spider-Man Unlimited suit, lives with his bros and friends until one day he disappears into the sea and lost his memory and now he has spider powers like Peter Parker and he meets a certain red headed mermaid and this story has many surprises.
1. The meeting of Spidey and Ariel

**This story was never made until now.**

**The start of it.**

**In a town a town known as Motorcity v2 a city mix of nyc and la live three bros their names are Spidey, Altair, Ryder and his friends as follow Ben, Gwen, Kevin, Static, Gear, Rex, Bo & Luke duke, two Bumblebees.**

**They were having some sparring matches, racing, playing cards but all of a sudden this brown hair girl with purples eyes comes up to the house on the hill beside by the sea she tells the main leader of this team name the Roadburners v2 is Spidey now little information about him he is wearing a Spiderman unlimited suit inside the jacket on the upper body is a black thermal mma elite jacket with a Conner Kenway hooded beak style, wearing a Ultimatrix on the left wrist, wielding a sword of sound a mix of the mystic bullwhip and katana that only three bros wield, the blade of the daywalker, Shield of Triumph and powers of Spider-Man.**

**She tells Spidey that there is trouble at the seas and they arrive at the seas but there is no trouble at the seas so Spidey asks her "uh dude there is nothing here."**

**"You fool you have been tricked by the sea witch" she says and Spidey hears that word 'sea witch' so she changes into Ursula the sea witch.**

**"Well well well so Ursula we meet again" "yes you little rat" "what?" so Ursula grab me by a tentacle warp me like a snake she pulls out a wand and she throw me far, far out at sea she blasts me with that wand "Holy freakin' no!" Spidey says before hitting a side of a rock landing in the ocean and sinking to the ocean floor and finally Spidey lands on the ocean floor a bit of sand moves around as Spidey lands on the ocean floor...unconscious.**

**About 5 hours later the sunlight shines through the bright ocean blue water Spidey's stuff his hood is removed and his mask also removed by nanotech he was on his back on the ocean floor next to some marine life such as coral and scallops. Spidey's dark brown hair gently and slowly sways around as the water plays with his hair. The sunlight hits Spidey's face and Spidey's eyes twitch while closed.**

**"Is he gonna be alright?" A boy's voice was heard.**

**To Spidey's ears the voice sounded fuzzy and is echoed a bit as Spidey was waking up.**

**"Shhh! You'll wake him up!" A female voice said quietly to the boy.**

**The female had a beautiful voice. The most beautiful that Spidey has ever heard.**

**"Ugh...Where...Where the dingo I'm at?" Spidey asks as he reagains his senses.**

**The female voice and the boy voice gasps that Spidey spoke and was awaken.**

**"Ariel! There you are! What are you doing?" A male voice cried out to the female.**

**"Sebastian please keep your voice down!" The boy pleads with Sebastian.**

**Ariel floats above Spidey's body as Ariel looks at Spidey's face. Ariel gently moves Spidey's hair out of his face.**

**Spidey finally starts to open his brown eyes. To Ariel gently touch. He sees the beautiful ocean blue water. Then sees a girl floating above him. The girl had red hair with beautiful blue eyes. With a smile on her face. (red hair looks like Mary Jane Waston)**

**Spidey blinks a couple of times and his vision then becomes crystal clear. He sees the girl and Spidey feels an overwhelming joy build inside him. Spidey smiles as he sees the girl above him.**

**"Hi there!" Ariel tells Spidey.**

**Sebastian sees Ariel floating above a boy and Sebastian gasps.**

**"Ariel! What happened here?" Sebastian asks with concern and walks over to Ariel with his 6 little feet.**

**"Nothing Sebastian. Me and Flounder found him sleeping on the sand." Ariel tells Sebastian.**

**Spidey growls "I just have a little headache that's all mate." Spidey says as he rubs his forehead.**

**Ariel stops floating above Spidey for she sees that Spidey is not in a happy mood. Ariel frowns as she moves away.**

**Spidey sits up and sees Sebastian on Spidey's right side. Sebastian was on a rock.**

**"Are you alright?" Sebastian asks Spidey with concern.**

**Spidey eyes widen as he sees a talking crab screams in disbelief as he see a talking crab. Spidey shuffles away from Sebastian backwards and then bumps into something. He turns around and sees a yellow fish with blue fins and 4 blue stripes on his back.**

**"Hello!" The boy fish greet Spidey with a cheerful tone.**

**Spidey's eyes widen as he screams again and shuffles across the sand in the ocean floor backwards. Spidey then bumps into Ariel.**

**Ariel puts her hands gently on Spidey's shoulders.**

**"Are you alright?" Ariel says with concern and she puts her face near Spidey's frighten face.**

**Spidey and Ariel's face was just 1 foot apart from each other.**

**"No! I am not alright! Can't you see talking animals or is it just me?" Spidey asks with a frigthen tone.**

**"Well yes, hello? Your going to see talking sea animals in the ocean." Ariel tells Spidey with a grin.**

**"You are one strange merman." The yellow fish tells Spidey.**

**"Oh, Flounder don't be so mean." Ariel tells the yellow fish.**

**Spidey stops looking at Ariel and looks at Flounder. Spidey was still siting on the ocean floor.**

**Then abruptly Spidey gets a confused face.**

**"Wait...Did he just say merman?" Spidey asks in disbelief.**

**Flounder looks at Spidey as if Spidey was werid.**

**"Uh...yeah." Flounder says hesitantly.**

**Ariel swims in front of Spidey and plays with Spidey's tail fins. She gently tugs on them.**

**"Yeah silly merman." Ariel says playfully with a chuckle.**

**Spidey's eyes widen as he sees Ariel is a mermaid and the sight of his own tail fins.**

**"If your a mermaid, and your a fish, and your a crab then that means we are underwater!" Spidey exclaims as he looks up to the water's surface. It shined with beauty.**

**Spidey's lower fish body was black. His main lower was black with the sides are red and his tail fins was transparent with a tint of blue. Also outer fins around his hip were a transparent with a tint of triple color of black, red and blue. He still had his mma black jacket on and Spiderman unlimited suit under his jacket.**

**"What in the world?" Spidey says as he tries to get up but finds out that he can not control his movements. He tilts to one side and the other side.**

**Spidey tries to swim moving his arms in freestyle stroke. But Spidey finds it difficult to move anywhere in the water. Spidey then ends up being upside down. He crosses his arms arms across his chest. Floating in the water like a rag doll. Spidey groans and gives up trying to swim.**

**Ariel and Flounder giggles to themselves.**

**"What are you doing?" Ariel asks with a giggles and swims over to be next to him.**

**Spidey watches the beautiful mermaid effeortless swimming. Everything seemed upside down to him since he was upside down. Spidey watches Ariel's tail fin go up and down. Ariel stops in front of Spidey's face. Her face near his. Spidey sees Ariel's face upside down.**

**"You still don't know how to swim?" Ariel asks with a hint of concern in her voice and put her hand on her hip.**

**Sebastian ponders in his head as he looks at Spidey.**

**Flounder was next to Sebastian.**

**"I...I guess not...and I don't know how to flip my self up right again." Spidey tells Ariel with a hint of embarrassment. Spidey looks away.**

**Ariel looks at Spidey and smiles.**

**"Well I can teach you. But under one condition." Ariel says and then puts a sly face.**

**Spidey gives Ariel his undivided attention.**

**"What?" Spidey asks Ariel.**

**"You have to tell me your name! I am Ariel." Ariel says with delight and a smile.**

**Spidey smiles.**

**"My name is!..." Spidey says with a smile but then frowns at the end of his sentence.**

**"What's wrong?" Ariel asks with concern.**

**"I...I don't remember my name." Spidey says sadly and looks at his chest with his eyes.**

**Ariel frowns. She really wanted to find out his name.**

**"Oh..." Ariel says sadly.**

**"Where are you from merman?" Sebastian asks Spidey with curiosity after a long time of observing Spidey.**

**Spidey is still upside down. He looks at the sand below him.**

**"Um..." Spidey simply says but then tightly closes his eyes in frustration.**

**"I can't remember!" Spidey says in frustration.**

**Ariel frowns and flips Spidey over right side up.**

**"It's ok! Don't worry." Ariel reassures Spidey with half a smile.**

**Spidey blushes as he feels Ariel's soft, small hands on his waist.**

**Ariel turns him right side up and Spidey just floats there.**

**"Do you know who your parents are? Maybe the sea king can help you find your parents and then they can identify who you are!" Flounder tells Spidey with a smile.**

**"That's a great idea Flounder!" Ariel turns to face Flounder. And she tells Flounder with a smile.**

**Spidey faces turns concerned. 'Sea King... why does that sound so unfamiliar?' Spidey thinks in his head.**

**"I guess that would help." Spidey says.**

**"Well before we go. Why when you surprised of being a merman?" Sebastian asks Spidey with concern.**

**"Because I don't have any memories of being a merman before." Spidey simply tells Sebastian.**

**"My goodness boy we need to get you to a doctor." Sebastian says and turns to face the direction of Atlantica.**

**"Ariel, Flounder let's go. Let's see if the sea king can do anything for this unfortunate merman." Sebastian says and leaps and starts to swim with his arms like a freestyle stroke.**

**Ariel and Flounder swim right after Sebastian.**

**Spidey sees them swim away and Spidey tries to swim after them.**

**He tries to move his tail fin just like Ariel does. But he just looks awkward doing so.**

**"Umm a little help here would be great mate." Spidey says out loud to Ariel, Sebastian and Flounder.**

**Ariel, Flounder and Sebastian stop swimming and turn to see the struggling Spidey.**

**Ariel giggles.**

**"You guys go right ahead. I think the merman needs a one on one swimming lesson." Ariel tells Flounder and Sebastian.**

**Sebastian frowns defianlty and he swims over to Ariel's ear.**

**"Ariel I don't trust him. I mean what type of merman his age doesn't know how to swim? I am telling you. This has Ursula written all over it! He's been cursed to not swim. What is the curse rubs off on you! Let's let the sea king deal with him." Sebastian whisper to Ariel's ear.**

**Ariel definantly looks at Sebastian. "Well I don't think so. I will make sure he gets to my dad." Ariel tells Sebastian and quickly swims away to Spidey.**

**Sebastian sees Ariel swim away and he groans. "Ugh. That girl needs to listen to her elders more often." Sebastian says in defeat that he couldn't get Ariel to listen to him.**

**"Let's go Flounder." Sebastian simply says and swim towards Atlantica.**

**Flounder sees Sebatian swim away. He looks back at Ariel then turns back to Sebastian and hesitantly swims away with Sebastian.**

**Ariel reaches Spidey. Spidey still struggles to swim like Ariel.**

**"So..merman first of all. What is that thing you have on your body?" Ariel asks referring to Spidey's black mma jacket.**

**Spidey stops trying to swim and floats horizontally unable to control himself. He looks at his jacket.**

**"Umm it's my jacket." Spidey simply says.**

**Ariel blinks a couple of times confused.**

**Spidey sees Ariel's confused eyes.**

**"A jacket is what keeps me warm when it's cold." Spidey explains to Ariel still floating horizontal.**

**Ariel smiles. "Well it's not cold here so take it off. Besides your jacket is not helping you swim at all." Ariel tells Spidey.**

**"Alright." Spidey says and takes off the jacket and warps it around his waist and the Spidey suit takes it in.**

**Spidey and Ariel then look at each other. Spidey was slowly going upside down again.**

**Ariel giggles and flips Spidey vertical once again. Spidey blushes and looks away and scratches the back of his head in embarrassment.**

**"Thanks" Spidey says with a hint of embarrassment in his voice. Spidey looks away.**

**Ariel smiles. "Your welcome...So what's that on your chest?" Ariel asks Spidey referring to his black long selvee shirt.**

**"Oh this is my shirt." Spidey tells Ariel.**

**"Well it's gotta come off as well." Ariel tells with a friendly smile.**

**Spidey eyes widen a bit. He was embarrassed to take off his shirt in front of a girl. But Spidey obeyed and takes off his shirt exposing his upper part of the Spiderman unlimited suit with the web cape on his back.**

**Spidey drops his shirt onto the sand floor and exposing as well the spider symbol. Ariel eyes widen a bit. She was pleased with what she sees. Ariel closely examines Spidey's suit in awe. Her face just a feet away from Spidey's abdomen.**

**"Wow..." Ariel quietly says to herself.**

**Spidey looks down at Ariel with a confused face.**

**"Umm..." Spidey says unsure what to says.**

**Ariel hears him and quickly stands up again.**

**"Sorry." Ariel says and looks away. She nervously combs through her hair with her fingers.**

**Spidey does a reassuring smile. "It's alright." Spidey says with a smile.**

**Ariel stops combing through her hair and looks at Spidey in the eyes. She smiles back.**

**3 seconds of silence past by.**

**"Umm, so let's begin!" Ariel says with delight and swims in circles around Spidey.**

**Spidey watches Ariel swim around him.**

**"Maybe you learn by just watching? Watch me swim and then you try to do what I am doing." Ariel explains to Spidey as she swims around Spidey in multiple circles.**

**"I'll try." Spidey says and he starts trying to swim. His back arches to an extreme angle up and down.**

**Ariel sees Spidey try to swim she stops swimming around Spidey and Ariel laughs. Spidey stops trying to swim and listens to Ariel's beautiful laugh. His face is in total awe as he listen to Ariel's sweet laugh.**

**A smile slowly appears on Spidey's face.**

**"Sorry...I don't mean to laugh.." Ariel says as she stops laughing.**

**"No It's ok. I ...I think your laugh is cute." Spidey tells Ariel with a hint of embarrassment.**

**Ariel was taken aback by Spidey's compliment. Ariel smiles sheepishly.**

**"Well... since that didn't help maybe I have to explain further more how to swim." Ariel says.**

**Ariel begins to swim in circles around Spidey. Spidey watches Ariel swim around him.**

**"Move your tail fin up and down while slightly bending your back. In a smooth motion. Remember, don't push against the water. Move with the water." Ariel explains to Spidey while swimming in circles around him.**

**Spidey closes his eyes and sighs. He then open his eyes with determination.**

**"Okay then." Spidey says determined and follows Ariel's instructions.**

**Spidey then actually looks like a real merman. Swimming like a natural now.**

**"Your doing it! Your swimming!" Ariel exclaims with delight.**

**Spidey smiles and swims effortlessly around Ariel.**

**"Wow! I never knew I had it in me." Spidey says with delight.**

**Before you know it Spidey is doing front flips and back flips while swimming. He twirls in excitement.**

**"Look at you! Your a natural!" Ariel says with a smile.**

**Spidey smiles. "Yee haw!" Spidey yells out exicted and swims as fast as he can.**

**Ariel then gets surprised that Spidey just learned how to swim and Spidey is faster than Ariel.**

**"Wow! Your fast learner and your fast!" Ariel tells Spidey.**

**Spidey swims over Ariel and then under Ariel and then Spidey stops swimming and he floats in front of Ariel.**

**Spidey smiles and looks down at her because he was taller than Ariel.**

**"Yeah I know right?" Spidey says.**

**Ariel grins. "We better go see my dad." Ariel says with a friendly smile and swims towards Atlantica.**

**Spidey watches Ariel swim away. He then looks down at the shirt still on the ocean floor.**

**He then see tiny print on the shirt. 6 letters were on the front of the shirt.**

**It spelled out 'S-P-I-D-E-Y'.**

**Spidey squints as he tries to read the fine print.**

**"Spidey..." Spidey says to himself trying to sound out the letters.**

**Spidey's eyes widen as he then remembers his very name.**

**"Ariel!" Spidey calls out to Ariel and Spidey quickly swims over to Ariel.**

**Ariel stops swimming and turns to look at Spidey.**

**"Yes?" Ariel asks.**

**Spidey floats in front of Ariel.**

**"I know my name now." Spidey says to Ariel.**

**Ariel's face lights up with delight. "Really? What is your name then?" Ariel asks Spidey.**

**Spidey smiles. "My name is Spidey." Spidey tells Ariel.**

**Ariel smiles with delight. Ariel is happy to know Spidey's name.**

**"Great!" Ariel says. "Now I can't stop calling you merman." Ariel says and giggles.**

**Spidey chuckles. "That would be nice to stop callin me that." Spidey says.**

**Ariel giggles and swims towards Atlantica.**

**Spidey swims beside Ariel. Ariel's hair sways in the water. So does Spidey's web cape.**

**20 minutes of swimming and all of a sudden a female mermaid zooms past Spidey.**

**The mermaid catches Spidey off guard and Spidey's eyes widen.**

**"Whoa!" Spidey says as he watches the mermaid swim away.**

**"Was that a other..." Spidey says.**

**"Mermaid?" Ariel says finishing Spidey's sentence.**

**"Yes it was. Welcome to Atlantica." Ariel says and gestures over to Atlantica.**

**"Whoa..." Spidey quickly says quietly in awe.**

**Ariel giggles and swims towards the city.**

**Spidey soon after follows Ariel into the city.**

**Spidey sees the different mermaids and mermen into the city. Spidey looks amazement at the city's beauty.**

**Spidey swims beside Ariel. His web cape sways in the calm salty waters. He looks at his surroundings in total amazement. He was in the incredible underwater city of Atlantica. Ariel watches Spidey's amazement to the city. Ariel giggles at Spidey's amazement. It was as if a little boy was in awe to see something so magical. But to Ariel, it was just ordinary. She was used to swimming around the city. She lives in the kingdom of Atlantica.**

**Ariel still leading the way slowly swims to the castle where she lives. Spidey watched the different mermaids and mermen swim all around him. In Atlantica there were also streets filled with dolphins were like horses on land. They swam taking the mer people places. The mer people that were controlling the dolphins were on chariots of shells. They sat in it. The shell was tethered on the dolphins.**

**The dolphins were happy to help the mer people any way they can. Spidey and Ariel reach a cross swim [cross walk]. Ariel stops swimming and waits at the corner for the traffic to clear up. Spidey bumps into Ariel. He wasn't looking forward. Instead he was watching his surroundings. Ariel gently is shoved foward by Spidey's push. Spidey sees he's bumped into Ariel.**

**Ariel turns to jokingly glare at Spidey. Ariel puts her hands on her hips.**

**Spidey looks at Ariel and smiles nervously. "Hehehe... Sorry." Spidey apologizes to Ariel.**

**Ariel lets go of her glare and smiles and giggles. "It's alright. Just look where you're going next time." Ariel tells Spidey.**

**Spidey grins in agreement.**

**Spidey then sees ahead of him and watches the zooming traffic pass by. All sorts of sea animals and mer people on shell chartiots speed past Spidey and Ariel. Some carried cargo with them. Others were in a rush to places. Spidey then looks at Ariel and chuckles.**

**Ariel looks at Spidey. "What's so funny?" Ariel asks Spidey a bit confused.**

**Spidey chuckles some more.**

**"Why are we waiting here? When we can just swim over them." Spidey tells Ariel with a hint of amusement.**

**Spidey then swims up and over the zooming traffic.**

**Ariel's eyes widen as she tries to stop him.**

**"Wait! Spidey it's not safe!" Ariel urges Spidey trying to keep her self calm. She reaches for Spidey's tail fin trying to pull him back to safety.**

**"Relax. I got everything under control." Spidey tries to persuade Ariel as he takes his time swimming over the traffic of mer people and sea animals below him.**

**5 serconds pass and a merman is seen zooming towards Spidey.**

**"WATCH OUT!" A merman yells at Spidey with widen green eyes.**

**Spider sense...**

**Spidey gets startled by the loud and sudden sound of the merman but also feels a tingling in his head. He turns to look at the merman. The merman was a shell chariot transporting sporting gear. One of the gears were a bunch of spears. With the sharp end aimed right at Spidey.**

**Spidey's eyes widen gritting his teeth in fear and Spidey freezes in total fear.**

**Ariel sees Spidey and gasps. Her eyes widen as she sees Spidey in danger. Ariel makes the brave move and brust towards Spidey and pushes Spidey out of the way of the spears. Spidey and Ariel make it to the other side of the cross swim and Spidey lands on top of Ariel.**

**Ariel sees Spidey on her and sighs. Relieved that Spidey was alright.**

**Spidey looks at Ariel and sighs. He was glad to be alright.**

**"You...you saved my life." Spidey tells Ariel in astonishment.**

**"Spidey you have to be careful... I warned you not to go, but you still did!" Ariel cries out. She was still upset Spidey didn't listen to her.**

**"I'm sorry I'm sorry!" Spidey apologizes sincerely to Ariel with a small sincere grin.**

**Spidey gets off of Ariel and floats up straight. Spidey offers Ariel his hand to help Ariel up.**

**Ariel smiles at Spidey and takes his offer and lifts her self off the sandy ocean floor. She miss judges her strength and gets super close to Spidey's body.**

**Ariel's body and Spidey's body were touching each other. Spidey and Ariel look into each others eyes in passion.**

**Spidey's Spiderman unlimited suit chest touches Ariel purple bra seashells. Spidey holds Ariel close to his body in his arms.**

**All of a sudden a sound was heard. It sounded like a trumpet.**

**The sound catches Spidey and Ariel by surprise as they look around for the source of the sound.**

**Ariel recognizes the trumpet and quickly swims towards the sound.**

**Spidey has an idea in his head so rises his right wrist and shoots out a web line to swing on it. Spidey didn't want to lose Ariel in the crowd of mer people so he makes sure the sights and sounds of the city do not distract him as he swings overhead of the mer people to catch up with Ariel.**

**"We're here!" Ariel says with delight as she looks at the structures in front of her. Ariel floats in front of the structure.**

**Spidey looks at Ariel and stops web swinging jumps off of the web line. He then looks at what Ariel was looking and smiles in awe.**

**"Cool museum!" Spidey says with delight.**

**Ariel giggles and closes her eyes as she shakes her head in disagreement.**

**Ariel opens her eyes and looks at Spidey with a smile. "This isn't a museum. This is the castle in which my dad lives in." Ariel explains to Spidey with happy tone.**

**Spidey eyes widen a bit and he shrugs his shoulders as he closes his eyes. He then looks at Ariel without turning his to face her. He looks at her with his eyes. "Sorry." Spidey apologizes and grins as he tilts his head to the side towards Ariel a bit. Cause his hair to sway with his head movements.**

**"It's alright." Ariel simply says with amusement and swim towards the front door.**

**"Your dad must be rich." Spidey tells Ariel as Ariel swims away.**

**"Yeah you can say that." Ariel tells Spidey still swimming foward.**

**Spidey swims following Ariel. Ariel and Spidey pass by two mermen guards. They had seashells armor on and a pitch fork. They intensely looked in front of them. They didn't move an inch and floated up straight completely still.**

**Ariel swam ahead and past the two guards and into the castle. But Spidey was fascinated by the guards total attention to whatever was ahead of them. Spidey stayed and looked at the guards in the face and Spidey's face was only 1 feet away from each other. Spidey pouts at the guard trying to imitate the guard's facial expression. Spidey's lower lip puckers out a bit and Spidey's eyes get half way closed just the guard's serious facial expression. He then floats beside the guard and mimics the guards body and facial expression. After 3 seconds of holding the pose Spidey the floats in front of the guard once again.**

**Seeing that Spidey failed to make the guard annoyed or angry so Spidey then tries out trying to make the guard laugh. Spidey does silly faces. He sticks out his tongue and crosses his eyes and then puckers his lips together like a fish's mouth.**

**"I am a guard and I just sit here and do nothing alllll daaaaay looooong." Spidey says lowering his voice mockingly to the guard trying to sound like the guard.**

**Ariel laughs a bit as she hears Spidey. Ariel then comes into view. "Come on silly!" Ariel says with a chuckle and grabs Spidey by the arm and pulls him away from the guard. Spidey chuckles as Ariel pulls him away.**

**Ariel swims and leads Spidey to the main throne room where her father was at. On the way to the throne room, Ariel leads Spidey through the hallways of the castle. The castle was paved with beautiful tile. With a theme of aqua marine colors. It had a intricate pattern through out the hall way. The hallway walls were a marine green. The walls had painting after painting of important people that served through out the years in the kingdom. Even marine animals were in the paintings. Fishes, crabs, star fishes and much more. Sebastian was in one of the paintings.**

**Spidey looks at each of the paintings that he passes by. He looked at each one with interest.**

**Until all of a sudden an applause was heard within the throne room. It caught Spidey by surprise and gently pulls his arm out of Ariel's grip. The swift movement causes some bubbles to escape. Spidey and Ariel stop at a door at the end of the hallway.**

**"There's mer folk in there" Spidey simply asks Ariel.**

**"Thank you, Thank you...please have a nice day." A male voice was heard from within the throne room. The voice sounded old but not weak.**

**Ariel gasps in excitement. "That's my dad!" Ariel says with delight and opens the door. Spidey follows Ariel into the throne room. He wasn't afraid. Spidey just didn't know what to expect.**

**"Let's sit here Spidey!" Ariel urges Spidey with a delightful smile.**

**Spidey smiles and agrees. He sits beside Ariel on a makeshift seat. The seat was a clam. The clams had their mouths opens so the mer people may sit in them.**

**"Thank you all for coming." The old voice was heard once more. He was dismissing everyone out of the throne room.**

**Spidey lays his eyes on the voice's source. He sees a old merman. With a golden crown on his head. His hair was white and he had a long white bread. His lower fish body was a turquoise blue and his tail fins were transparent with a tint of turquoise in them. His fins around his hips were a transparent with a tint of turquoise in them as well. He had a golden trident as a weapon. It was gold and it looked powerful.**

**"Who's that?" Spidey asks Ariel as he puckered his lips just a bit and raises his eye brow. He turns his head to look at Ariel.**

**"That's the sea king." A boy's voice was heard from behined Spidey.**

**Spidey gets startled and quickly turns his head to look at the source of the sound.**

**"Oh hi Flounder!" Ariel greets Flounder.**

**"Don't sneak up on me like that again man." Spidey warns Flounder seriously.**

**Flounder frowns "I'm sorry didn't mean bother you." Flounder tells Spidey sadly.**

**Ariel leans over Spidey and plays with his hair. "Oh Spidey don't be such a grumpy fish." Ariel tells Spidey with a smile.**

**Spidey leans back a bit embarrassed. Ariel's seashells bra touches Spidey's right arm and Spidey blushes.**

**"Umm..." Spidey says unable to talk out of embarrassment. His face flushes red.**

**Ariel didn't know her seashell bra was on Spidey's arm.**

**Flounder giggles at Spidey's reaction to Ariel leaning over him.**

**"Ariel!" The sea king voice calls out to Ariel.**

**Ariel quickly looks at the sea king.**

**"Daddy!" Ariel greets the sea king and swims over to the sea king.**

**Spidey and Flounder watch Ariel swim to the sea king and greet him.**

**"Where have you been?" The sea king asks Ariel.**

**"Dad I playing with Flounder and Sebastian was supervising us until I spotted a merman on the ground sleeping." Ariel explains to the sea king.**

**Before the sea king could say another word Ariel continues her explanation. She animatedly explains to her father.**

**"I thought it was kinda odd for a merman to be sleeping on the ocean bottom only 100 feet away from the shore and only 100 feet below the surface so I wanted to make sure he was ok. Like you know...not harpooned or his tail fins weren't cut off by humans." Ariel explains to the sea king. As she cringes at the words she spoke out 'tail fins cut off'.**

**Spidey and Flounder listen to Ariel's conversation with the sea king. Spidey eyes narrow a bit as if he had something in his mind. 'Human... why does that word seem so...interesting?' Spidey says in his mind with a concerned face. His eye brows were a bit narrow.**

**"But I found out he's alright! I even taught him how to swim and...!" Ariel tells the sea king but was interrupted by her father.**

**"Taught him how to swim?" The sea king says with curiosity.**

**Ariel bites her bottom lip as if she regretted saying that.**

**The sea king looks over to Spidey.**

**"Young merman come here." The sea king orders Spidey.**

**Spidey passively looks around him to see if the sea king was talking with him or another person.**

**Spidey then points to himself. "Me?" Spidey asks.**

**Flounder quietly chuckles.**

**"Yeah! Your the only merman in this room besides the king." Flounder tells Spidey and pushes Spidey off his butt and Spidey in result floats towards the sea king. Spidey was surpirsed by the push and he looks over his shoulder at Flounder and glares at him. Flounder does a nervous smile.**

**"What is your name?" The sea king asks Spidey with a curious tone.**

**Spidey hears the king talk to him. Spidey then looks up at the sea king. "I'm Spidey." Spidey answers the king with a stern tone.**

**"Spidey huh? Well.. ok then Spidey, how old are you?" The sea king asks Spidey.**

**Spidey looks up at the sea king.**

**Spidey looks away with a smug face. "Well... I am basically 17. I mean my birthday is only in 3 days so...yeah..." Spidey answers the sea king smugly and scracthes his chest. He then looks at the king with a little smug smile.**

**"So your 16 now." The sea king asks Spidey with a stern tone.**

**Spidey smiles. "Yes sir!" Spidey tells the sea king with delight.**

**The king raises his eye brow at Spidey's expression and answer.**

**"So why a merman of your age doesn't know how to swim?" King Triton asks defensivily.**

**Spidey frowns. "I don't know. I just woke up on the ocean floor with my robes on and.." Spidey explains as he looks away and shrugs his shoulders but is interrupted by King Triton.**

**"Wearing some robes? I never heard such thing. and if I the sea king haven't heard of it. then it doesn't belong in the ocean!" King Triton tells Spidey with a angry tone. King Triton wasn't happy with Spidey's explanation.**

**Spidey swallows hard and looks away glancing a couple of times at the sea king.**

**"I'm sorry? Look! I wish I can explain but I simply don't remember! I woke up in the sand never learning how to swim until Ariel showed me." Spidey explains to King Triton and urges him.**

**"And you didn't know how to swim until my daughter taught you?" The sea king asks Spidey.**

**Spidey sighs lets go of his defensive tone. "Bingo." Spidey simply answers the sea king.**

**"Hmm... interesting." The sea king says mostly to himself.**

**"Spidey, I advise that you address me as 'your majesty' or 'king Triton' am I clear?" King Triton asks Spidey with a stern tone.**

**Spidey sighs "Got it, King Triton." Spidey tells the king.**

**King Triton then faces Ariel. King Triton was about to speak with Ariel until Ariel beats the sea king to it.**

**"Dad wait! Please can you help him? He lost some of his memory and his parents. I was thinking you could help him." Ariel pleads with her father.**

**"Hmm? Lost his memory?" King Triton says.**

**"Yes! Please can you help me?" Spidey asks king Triton.**

**King Triton turns to face Spidey.**

**"Where are you from?" King Triton asks Spidey.**

**Spidey looks down at the sand beside him. Spidey lets out a sad sigh. "I don't remember." Spidey tells King Triton. Spidey looks up at the King Triton once again.**

**"All I could remember was me waking up about 5 hours laters on the sand. Ariel woke me up." Spidey continues.**

**"Well maybe we can see if your parents are in the kingdom of Atlantica. They should be useful in restoring your memory." King Triton tells Spidey.**

**Spidey smiles "That'll be great!" Spidey says with delight to King Triton.**

**King Triton nods in Agreement. King Triton then faces Ariel once again.**

**"Ariel it's getting late. Let's head off to bed." King Triton tells Ariel and slowly swims away from Spidey. King Triton puts his arm on Ariel's back taking her with him and away from Spidey.**

**"Spidey.. come back tomorrow morning." The king tells Spidey as he swims away with Ariel in his arm.**

**Spidey frowns as he watches the sea king take Ariel away from Spidey. Spidey wanted to say something. But his words gets stuck in his throat. Spidey let's out a sigh giving up on telling the King something and Spidey hangs his head and looks at the sandy floor.**

**Ariel looks back at Spidey. Ariel frowns as she sees Spidey in the dim lighting of the room. The only light came from the full moon. The moon's light illuminated the room through the throne's windows. The windows didn't have glass. The windows were simply holes on walls.**

**"Dad wait!" Ariel urges her father and swims over King Triton's arm and to Spidey.**

**Spidey lifts his head and looks at Ariel attentively.**

**Ariel floats behind Spidey and puts her hand on his shoulders. Spidey turns his head looking at Ariel. Ariel's head was beside Spidey's head.**

**"He doesn't have a place to stay. Can he stay with me?...My room is huge! So.. So is my bed..." Ariel asks her father. Ariel hides her head behind Spidey's head as she blushes and quietly says 'so is my bed'.**

**Spidey's eyes widen surprised at Ariel's suggestion that Spidey can sleep with Ariel in the same bed with her. Spidey imagines Ariel and himself in the same bed under the sheets a intimate moment. Caressing each other and kissing each other. Spidey's heart beats gets faster and he gets goose bumps all over his arms at the thought.**

**King Triton eyes widen then quickly relaxed as he listens to Ariel suggests that Spidey sleep with her in her bed room and in her bed with her.**

**Ariel shows her head once again. Her head was beside Spidey's head once head again. Ariel rests her chin on Spidey's shoulder.**

**"Thank you Daddy!" So in that Ariel drags Spidey to her bedroom she tells Spidey to wait for in her bed and Spidey swims to the side of the bed he just jumps up on to the bed and wait for Ariel.**

**Ariel brushes her hair and swims to her bed side throws her self onto the bed. But slowly sinks as she gently lands onto the bed.**

**Ariel let's out a dreamy sigh and grabs Spidey and hugs him tightly against her body Ariel giggles at this.**

**Ariel closes her eyes hugging Spidey close to her body. She cuddles with him and closes her eyes and so does Spidey. Ariel and Spidey slowly drifts to sleep. Ariel dreams about Spidey resting in the bed with her. Spidey rests his head on his hand. His hand holds his head up and Spidey is on his his side facing Ariel. Spidey does a smug smile while his blue tail fins sways back and forth gently.**

**"Ariel... your name is so pretty just like your eyes." Spidey tells Ariel. His voice echos.**

**Ariel smiles and tilts her head away from Spidey a bit in embarrassment. Spidey uses his free hand to guide Ariel's face to face him.**

**Spidey smiles sincerely.**

**Ariel loved that about Spidey. His sincere smile. Ariel smiles with joy.**

**Spidey leans over and slowly closes his eyes.**

**Ariel does the same until all of a sudden the doors slam open and a dark, round ominous figure appears.**

**Spidey and Ariel look at the figure in fear.**

**"Not so fast there merman! Or should I say human!" The figure tells Spidey and zaps Spidey.**

**The zap causes Spidey to scream and his scream becomes muffled by bubbles as his lower fish body splits in two and Spidey has legs.**

**Ariel looks at Spidey in horror. She sees that Spidey was human the entire time. He had no tail fin but two legs and feet!**

**Spidey looks into Ariel's eyes with fear as he struggles to breathe. Spidey frantically tries to find a way to get some air into his lungs.**

**"SPIDEY!" Ariel cries out in horror.**

**Ariel and Spidey wakes up from her terrifying nightmare. She was still holding Spidey close to her body. Spidey asks Ariel what's wrong so she tells him if he was human in her dreams and he says 'no' Ariel sighs in relived and closes her eyes and falls back to sleep.**

**Spidey had a dream that he had a device on his left wirst was called the Ultimatrix and that's happen the Ultimatrix shows up on his wrist and Spidey says "whoa" and he goes back to sleep.**

**A round ominous shadow rest on Ariel's and Spidey's sleeping bodys. The shadow growls in disappointment and it disappears with it's 8 limbs following it.**

**The next day...**

**It was the next day. In the ocean the sea horse were nieghing, the fish were happy and swimming about, the turtles swam in utter happiness as well. From underwater everything seemed magical and special. The sun shined down from the sky and into the ocean. Giving the underwater enviroment that beautiful blue color.**

**In outer space...**

**A certian rocket was flying in space this rocket was holding a dog a white dog was name Krypto the superdog he was a little puppy at the time until he chewed somes wires and caused the ship to driving right into earth.**

**In the ocean...**

**Spidey lays in the queen size bed in Ariel's bedroom. He was sleeping on his side. Ariel's bed was beside the windows, so the sun's light shined through and hit Spidey's face and partially his body. Spidey's eyes twitch as he grunts at the sun's blinding light. Spidey slowly opens his eyes and sees the water's blue surface glimmer with beauty. Spidey lets out a big yawn, he opens his mouth wide. As he yawns he stretches his body. His arms all the way down to his tail fin stretch. Spidey lets go of his stretch and his body's tension releases. Spidey sighs pleased with his stretch and he postions himself to sit on the side of the bed. Spidey pushes himself off the bed and Spidey floats. He slowly to a large mirror. He then looks at himself with curiosity. He looks at his Spiderman unlimited suit chest spider symbol. His upper human part of him and then he looks at his tail fin. His fish like part of him. He postions his tail fin to be in front of his body.**

**"Hmm.." Spidey simply says as he looks at his blue transparnet tail fins.**

**Spidey's stomach then growls. Spidey turns his attention to his stomach and he puts his hands on his stomach.**

**"Looks like I better get some grub." Spidey tells himself and swims to the door.**

**He opens the door and pokes out his head as if he was being sneaky. He quickly turns his head to the right and looks down the hallway and nobody was there. Spidey then quickly looks to the left and looks down the hallway. He doesn't see anybody there either.**

**"Looks like the coast is clear." Spidey says and quickly swims out of her room. He is sure to be sneaky.**

**'I wonder where the kitchen is.' Spidey asks himself within his mind. Spidey swims through the hallways.**

**Spidey then hears voices down the hallway. Spidey quietly gasps and looks up at the ceiling swims up and sticks to the ceiling and hides there. "Spidey? Spidey! Ugh where is that boy?" A male voice calls out to Spidey.**

**Spidey then peers his head to looks down the hallway. It was Sebastian calling Spidey. Sebastian was walking on his 6 little legs. Spidey sighs and unsticks from the ceiling and makes himself visible. He floats in front of Sebastian.**

**"Ah there you are Spidey. I was looking every where for you." Sebastian tells Spidey.**

**Spidey grins. He doesn't show his teeth. "Do you know where I can get some grub? Because I am starving!" Spidey asks Sebastian impatiently.**

**"Hmph! Good Morning to you too." Sebastian tells Spidey sarcastically as he narrows his eyes and puts his claws on his hips.**

**Spidey chuckles. "Good Morning Sebastian." Now Spidey asks Sebastian with a smug smile. He sinks to Sebastian's eye level.**

**"That's why I was looking for you! We are all in the dinning hall about to have breakfast." Sebastian tells Spidey.**

**"Now hurry up and follow me. Ariel and the sea king are already there." Sebastian tells Spidey and turns around to go the dinning hall. Sebastian leaps and swims towards the dinning hall. He swims with his arms like a free stroke technique.**

**Spidey smiles. "Oh Ariel's there! Why didn't you say so?" Spidey says happily and quickly follows after Sebastian.**

**Sebastian rolls his eyes "teenagers..." Sebastian scoffs out.**

**Spidey looks beside him as he follows Sebastian. He sees through the windows of the wall. He sees different mer people swimming about. Spidey smiles pleased with the sight.**

**2 mins later Sebastian and Spidey make it to the dinning hall. Spidey looks at the large table before him. Ariel was sitting beside her father. She and her father were waiting for the breakfast to come out. Spidey then sees Ariel and smiles.**

**"Ariel!" Spidey calls out happliy and swims over to over her.**

**Ariel hears her name and sees that Spidey called her. Ariel smiles and waves to him.**

**"Hi Spidey! Sit here!" Ariel tells Spidey and pats the seat next to her.**

**Spidey smiles and swims to the ground dance a little to the right and jumps up to the seat and sinks to next to Ariel. Spidey then finally lands with his butt on the seat. All of a sudden a seahorse proudly enters the dinning hall. He had a purple ring around his neck. He was one of the king's heralds.**

**"Your breakfast is served, your majesty." The sea horse says with grace and bows to King Triton.**

**4 Mermen with plates fulls of food enter the dinning hall and place King Triton, Ariel, Spidey and Sebastian's food in front of them. "Thank you guys!" Ariel thanks the chefs that were the mermen. She gives them a friendly smile and gives them the thumbs up.**

**One of the mermen smile and slightly bow to her. "It's our pleasure Princess Ariel." The merman tells Ariel and swims away. The rest of the mermen soon follow and escape from sight. The sea horse follows the mermen chefs and they disappears from sight as well.**

**Spidey looks down at his plate. "Umm...what's this?" Spidey asks Ariel.**

**"It's fish." Ariel tells Spidey.**

**Spidey has a confused face. "Mer people eat...fish?" Spidey asks skeptically.**

**"Not to worry Spidey. The fish die of old age not by our hands." Ariel tells Spidey calmly.**

**"Not like those good for nothing humans!" King Triton says angrily.**

**Ariel sighs as if she has heard her father's story about humans many times before. Ariel quietly eats her breakfast.**

**Spidey's eyes narrow as if he was focused on something. "Human..." Spidey says.**

**"King Triton...can you tell me more about these so called 'humans'?" Spidey asks King Triton with curiosity.**

**"You mean you don't know?" King Triton asks surprised with Spidey's question.**

**"Humans!... They don't have fins. They have feet! They are wild savage beasts! They kill fish just because they want to. That's why it's dangerous for mer folk to be within 100 feet of the shore and 100 below the surface. That's why we stay away from shore and we are deep in the ocean. Away from any so called 'fishing hooks'! Why they are greedy good for nothing barbarians! If those wild savages ever comes near my daughter why I outta!..." King Triton tells Spidey with a hint of anger in his tone.**

**"Please your majesty...calm down." Sebastian assures King Triton as he eats his salad.**

**King Triton listens to Sebastian and then takes a bite out of his fish as he settles down.**

**Spidey ponders a bit at what the King tells him. Spidey eyes narrow as he thinks hard. It was as if everything was coming back to him. He just couldn't home in on it though.**

**"Spidey eat up. Or the plankton will eat of your food. Didn't you say you were starving" Ariel teases Spidey mocks Spidey as she says the word 'starving' Ariel then giggles at her boy voice trying to imitate Spidey's voice.**

**Ariel breaks Spidey's train of thought and Spidey looks at her. After 2 seconds Spidey smiles.**

**"Yeah. I was starving!" Spidey says and grabs a fork and digs in into his fish.**

**20 mins of eating everyone was done. King Triton wipes his mouth with a napkin. So does Ariel and Sebastian.**

**Spidey sees King Triton, Sebastian and Ariel wipe their mouths with a napkin and Spidey does the same imitating them.**

**"Spidey let's go. The kingdom is waiting for you and me." King Triton tells Spidey. King Triton gets up and swims away.**

**"Huh? Who is waiting for me?" Spidey asks skeptically.**

**Ariel chuckles grabs Spidey's hand.**

**Spidey feels Ariel's hand on his. Spidey smiles without showing his teeth and interlocks his fingers with Ariel's fingers. Ariel notices and gasps as she looks at Spidey. Ariel then smiles pleased with Spidey's move. Ariel and Spidey follow the sea king. Sebastian sees Ariel and Spidey holdings hands behind the Sea King's back. Ariel and Spidey swim over Sebastian following the sea king. Sebastian narrows his eyes for he was not pleased with what he was looking at.**

**"Ok you two, break it up." Sebastian warns and orders Ariel and Spidey. Sebastian leaps as he attempts to pinch Spidey's hand. Spidey was minding his own business but his spider sense kicked in he pulls his hand out of Ariel's hand and Spidey did the unexpected thing and guess what?**

**He webbed Sebastian up.**

**"Hey watch it you!" Spidey tells Sebastian in a deep but nasty tone.**

**"I got my eye on you boy." Sebastian tells Spidey and cuts his way out of the webbing and swims behind Spidey and Ariel keeping a close eye on them.**

**Spidey sighs disapponited that he couldn't hold hands with Ariel. Ariel giggles and looks forward.**

**In the distance cheering was heard. Ariel, King Triton and Sebastian knew this sound all too well. But to Spidey he had no clue what it was.**

**"What is that sound?" Spidey asks King Triton.**

**"That Spidey, is the entire kingdom of Atlantica." King Triton tells Spidey as he opens the doors. Letting the bright light of the sun shine of Spidey's face. Spidey squints as he struggles to see. They were now in a balcony.**

**The cheering is now a lot louder and Spidey sees a thousands of mermaids and mermen in a group below. Spidey looks in fascination at the large group of mermaids, mermen and marine animals of all sorts. They were all cheering for King Triton and Princess Ariel.**

**"Hey Spidey where are you man?" A male voice was heard within Spidey's mind. Spidey gasps as his eyes widen and the voice takes him by surprise and startles him.**

**He knew it wasn't King Triton, Sebastian or Ariel's voice.**

**"Who said that?" Spidey quietly asks as he looks to his right and his left.**

**"Merwoman and mermen. I see you are all doing well." King Triton talks to the thousands of mer folk below him with a smile.**

**The mer folk cheer once again in agreement.**

**"Now now...settle down." King Triton tells the crowd as he lowered his hands back and forth signaling to quiet down.**

**The mer folk quiet down.**

**"I have asked you all to come because I have missing child in search of his parents." King Triton tells the crowd.**

**The crowd talk among themselves as they get confused faces. To who is the missing child.**

**King Triton turns to grab the occupied Spidey and Spidey loses his train of thought to who that mystery voice was that spoke in his head.**

**"This young merman is named Spidey. If your the parents of Spidey please swim up towards me." King Triton tells the crowd as he lift Spidey's hand into the air.**

**The crowd is silent. Nobody spoke for Spidey.**

**"So none of you are the parents?" King Triton asks the crowd.**

**The crowd stays silent.**

**King Triton sighs in disappointment.**

**"You may all be dismissed." King Triton tells the mer folk and lets go of Spidey's hand and turns to swim away and into the castle once again. Spidey frowns as he failed to find his parents. Sebastian frowns and looks at Spidey's frown. Sebastian sighs sadly and walks away with his 6 little feet into the castle.**

**Spidey frowns in disappointment. He hangs his head forward in sadness. He was unsuccessful on finding his parents.**

**Ariel frowns at Spidey's sad face.**

**Ariel puts her hand on Spidey's shoulder.**

**"Spidey..." Ariel says.**

**Spidey sighs and turns his body slightly to look at Ariel. His sad eyes meet Ariel's eyes.**

**Ariel feels as if her heart skips a beat. Spidey's sad eyes burned through Ariel's soul.**

**"I guess my parents aren't alive if aren't in the city of Atlantica." Spidey sadly admits as he then brust off the balcony and swims away as fast as he can away from the kingdom.**

**Ariel looks at Spidey and has worried face. "Spidey!" Ariel cries out and follows Spidey. She swims as fast as she can to Spidey. But Ariel has a hard time catching up to Spidey because Spidey was faster than her.**

**"Spidey please wait!" Ariel calls out to Spidey. But Spidey doesn't hear Ariel for he was too upset with himself.**

**Ariel frantically tries not to lose Spidey. But she is determined to get to Spidey.**

**Ariel sees the city of Atlantica behind her. It was really tiny now. She realized it was dark out now that the sun was now setting in the horizon on the water's surface. She looks at her surroundings and sees sunken ships all around her. They were broken and wore down. Her eyes widen in fear as she realized she was now in shark feeding gounds. She then looks ahead of her once again but to her displeasure Spidey was no where to be seen. The waters around here were bit murky just like fog up on land. Ariel could only see 1 mile ahead of her. She stops swimming and floats in the middle of the deserted graveyard of the hundreds of suken ships. "Spidey?" Ariel cries out as she fears that she lost Spidey for good and she fears for his and her life.**

**On the surface...**

**The Roadburners v2 has put up a search party for Spidey they were find him in all kinds anywhere at the bottom of the beach a portal opens up and its show 4 figures, two groups with 4 kids. One was a giant panda he was Po the dragon warrior, 2. a blond in a sg (stands for supergirl) was Kara Kent, 3. a red head in a batgirl costume was Barbara Gordon, 4. two groups are the tranformers Aminated and prime groups with Jack, Miko, Raf and Sari. They were going to help the Roadburners v2 in the search of Spidey.**

**In the ocean...**

**The ocean was dark with only the moon's light as a light source. Ariel is in danger. She was in the murky waters, in the middle of shark feeding grounds. Her surroundings seemed bleak and desolate. There were sunken ships everywhere. It was a grave yard of the ships looked like they originated in the 1700s. But there were some ships that were made out of metal, modern and were made out of metal. But all the ships were worn down and torn apart. She frantically searches for Spidey. She quickly swims into a ship through it circle small window.**

**She searches inside swimming inside the ship. "Spidey!" Ariel quietly calls out to Spidey. She didn't want to attract sharks.**

**Spidey was in a different boat just 20 feet away. He sits in the captains quarters. He was sitting on the chair. There was no skeleton in the chair. He had sad eyes as he looks at his surroundings. He looks at the underwater room. On the sides of the room were glass windows that Spidey looked through.**

**Spidey slouches in his chair as he sets his tail fin on the captain's desk. Spidey pouts his eyes half way closed. He looks at his tail fins as he sways it back and forth towards him.**

**"Looks like I'm on my own." Spidey admits to himself.**

**With Ariel she still searches for Spidey. She looks under desks and dinning tables. She looks in dirty old treasure boxes. But Spidey was not found.**

**"Oh Spidey...where could you be?" Ariel quietly says as she continues looking in the dangerous waters. All of a sudden a gary dorsal fin appear and swims by quietly past the glass window Ariel was floating in front of the glass window. Ariel's back was towards the window, so she didn't see a dorsal fin. But she did see the shadow. She gasps in fright and quickly turns 180 degrees to confirm what she thought she saw. But the time she looks at the glass window the dorsal fins was gone.**

**Ariel's heart beats races within her chest in fear. She could leave and head back to Atlantica and ask for a search party. But she fears she would lose Spidey forever. And she was prepared to risk her life to find Spidey.**

**Ariel closes her eyes and breathes out a sigh to as if shake away her fear. She clenches her fist and opens her eyes determined. She then swims out of the sunken ship and into a another ship. She swims under the floorbroads and enters lower deck of the ship.**

**Ariel looks under a desk but finds no Spidey. She then lifts her head once again and to her displeasure sees a large gary fish in front of her. It looked angry. It had angry crimson eyes with black pupils in them and a white underbelly. Ariel looked like a little chew toy compared to the large fish. The fish bares it's razor sharp white teeth.**

**Ariel's eyes widen in fear. She remained frozen in fear. The fish Ariel was confronted with was a male great white shark. The shark quickly lunges towards Ariel. Ariel at the second shakes the fear away and bursts out of the way of the sharks open jaws.**

**Ariel evades the sharks attack and she quickly swims away for her life. Ariel swims from ship to ship as fast as her tail fin could take her. She hoped that swimming in closes spaces would discourage the shark and make it swim away.**

**But Ariel's plan only made the shark more determined on getting Ariel. The shark swims faster chasing after Ariel. Ariel gasps as she tries to swim faster away from the shark. But she is up to her limit. She could only sprint for so long. She swims around and past ships, ship sails, and ship poles. But nothing could keep the shark away.**

**The shark opens his jaw wide open ready to take a bite out of Ariel. Ariel gasps as she feels that it's all over. Ariel then swims into a ship and the shark slams his jaws shut on to a piece of wood. The shark missed Ariel by only one foot. The sharks growls in anger. Ariel escapes into a ship and takes refuge in the ship's captain's quarters. She hides under the desk hoping the shark doesn't find her. She hides in the dark corner under the desk. Ariel's heart beat pumps with force as she cringes in fear. The shark crashes into the wooden ship and vigorously searches for Ariel. Ariel cringes and closes her eyes shut as she hears the crash of the shark's entrance. She is sure stay quiet so the shark does not hear her.**

**But the sharks keen hearing hears Ariel's heart beat. The shark turns towards the captain's desk just 20 feet away where Ariel was hiding under the captain's desk. Ariel hears the shark growl and she knows that she's been detected she opens her eyes in fear and gasps.**

**The shark charges towards the desk. Ariel acts fast as she attempts to swim away from under the desk. But Ariel was too late. The shark crashes into the desk causing the desk to slam against Ariel's body with force.**

**"AHHH!" Ariel cries out loudly in much pain. The desk falls and lands on Ariel's tail fin.**

**Spidey was still moping in the captain's quarters. Until all of a sudden he hears Ariel's painful yelp. His eyes widen as he becomes alert and he quickly pushes off the chair to float up straight. "Oh no Ariel!" Spidey says in a determined but hero like voice and he quickly went to his sidearm and the item was a bullwhip a kangaroo hide bullwhip 10 ft. He grabs it off his belt the bullwhip was still in the lasso like form and he winds up for the burst of Sonic like speed "I'm up...over...and GONE!" Spidey says that catchpharse from the adventures of Sonic the hedgehog series and Spidey use those three little words and burst towards Ariel's voice.**

**The shark was a bit dazed from the forceful impact with it's head and the desk has caused. Giving Ariel some time to escape.**

**Ariel desperately tries to push and lift the heavy captain's desk off of her tail fin. But Ariel wasn't strong enough.**

**The shark then regain his senses and angrily looks at the trapped Ariel. Ariel looks into the shark's angry eyes with fear.**

**The shark prepares his launch towards Ariel. Ariel closes her eyes feeling that it's all over for her.**

**"Hey! Over here you dang dipstick!" A male voice was heard. Ariel opens her eyes in joy as she knew exactly who the voice belonged to. The shark quickly and swiftly turns towards the voice.**

**It was Spidey. And Spidey had a serious and fearless face. The object he held in his right hand was the Legendary Bullwhip from the Indinana Jones himself. "Stop picking on this girl or prepared for a whipping from me by my other nickname 'The Whip' you little monkey fool!" Spidey tells the angry shark as the nanotech rises over on his head and reveals the Spiderman unlimited suit mask and he begins to unwarping the bullwhip from lasso to rope form and he cracks breaking the sound barrier from the bullwhip "let's rip it up you freak!" Spidey says that as his eyes narrowed with a mixture of anger and determination in them under the mask and cracks his neck on shoulders and tells the shark that his saying to 'BRING IT ON!'.**

**The shark growls and lunges towards Spidey with great speed. The speed and sudden lunge doesn't catches Spidey off guard.**

**"Spidey look out!" Ariel cries out in desperation.**

**Spidey's spider sense kicked in and his eyes widen as he quickly at the last second dodges the shark's attack but Spidey rises his right arm and gave the shark two big o whiplashs on his back and under the belly from his whip. The attack almost costs Spidey's life. But Spidey escpaed with his life and a stingy sentsation on his right arm. The salt water was lightly stinging his cut the shark's razor teeth has made. Spidey grunts in pain as he looks down at his cut on his Spidey suit and puts his hand over his bleeding cut. The blood escapes and stains the water around the cut a blood red.**

**"Oh shit." Spidey grunts out as he realizes how close he was being shark food.**

**Ariel gasps at Spidey's bleeding right arm. Spidey then glares at shark. The shark smells the blood which makes the shark go crazy. His puplis dilate and shark with no time to waste lunges towards Spidey once again oh no shark frezny he looks at the shark but Spidey puts up his bullwhip back on his belt and whips out his nasty weapon: The Bow and Arrow the bow was a recuve army camo bow and the arrows were black long wooden body with two yellows tail and one white tail on these arrows with a very very sharp tip at the front of it and he has unlimited of them he grabs an arrow from his back from his black arrow holster inserts the arrow onto the bow and pulls it back and aims it at the shark 'one shot' he fires the arrow right at the head for a fatel t shot and stabs into the shark's head. The arrow lands just the sharks eyes.**

**The sharks eyes all of a sudden turn white. The shark sinks just in front of Spidey 'one kill' 'and never mess with me and my deadly eye of the sniper.' Ariel's eyes widen in shock. That Spidey fire the arrow and had a perfect bulls eyes on a incredibly fast moving target. Spidey's right arm was still bleeding. Spidey grunt at the stinging sensation on the cut. He puts up his bow and arrows disappeared in a white light.**

**"Spidey! Swim away from here! Hurry! Your blood is only going to attract more sharks!" Ariel tells Spidey with fear struck in her voice.**

**Spidey's mask was removed by nanotech and defiantly looks at Ariel.**

**"And leave you here to die?" Spidey raises his voice at Ariel.**

**Ariel blinks at Spidey's tone with her.**

**"Well I am not leaving without you, Ariel!" Spidey tells Ariel with determination.**

**Spidey then positions himself to lift the heavy desk off of Ariel's tail fin with his superhuman strength at full power. Spidey grunts as he tries to lift the heavy desk off with his good left arm, but it was no use. He needed his two arms. Spidey then uses his bleeding right arm to lift the heavy desk off of Ariel's tail fin. She grunts in pains and closes his eyes tightly as she grits her teeth. The desk rasises and flips off of her and allowing Ariel to free her tail fin. She floats up straight beside Spidey.**

**All of a sudden a another great white shark appears as he sense of smell lead him to Spidey and Ariel. The shark doesn't hesitate to lunge at the occupied and injured Spidey.**

**Ariel sees the shark lunge at Spidey'a back. "Spidey! Look out!" Ariel cries out in fear as her eyes widen.**

**Spidey's spider sense kicked in and hears Ariel's warning and he quickly turns to face a fast moving shark speeding rights towards Spidey. Spidey quickly moving out of the way grabbing Ariel with him. Spidey and Ariel swim out of the boat through a small circle window on the side of the boat. The shark crash through the wall of the boat causing broken wood to be flown everywhere. Spidey and Ariel evade the shark's attacks thanks to Spidey's spider sense and they seek refuge in a metal modern boat. They enter through a small circle window. Spidey lets Ariel in first and Spidey quickly follows after Ariel and web up the window.**

**The shark tries to crash in but the metal and the web won't allow it. The shark peers in and sees the cowering Ariel and fearless Spidey in a dark concer. Spidey held Ariel close to his body in his arms. The shark growls and swims away. He stays in the area hoping the two would come out.**

**Spidey takes in deep breathes and then looks at Ariel. Spidey's right arm stops bleeding and the nanotech repair itself. Now everything was clam and quiet.**

**Ariel sighs in relief and sinks to the bed that was in the room they were in. Spidey does the same and sits in the same bed with Ariel beside him. They both sat at the end of the bed. They were in the bedroom of the ship and appearently there was only one queen sized bed. The bed had no sheets by two pillows. Spidey and Ariel were surround by metal walls that protected them from any sharks that want to crash through.**

**"Spidey why didn't you try to swim away?" Ariel asks Spidey with concern.**

**Ariel speaks again before Spidey could speak.**

**"Why? Oh Spidey! I was so scared that I would lose you!" Ariel cries out as tears burst out. Ariel hugs Spidey with force causing Spidey to fall onto his back.**

**Spidey held Ariel in his arms.**

**Ariel then rests on the bed on her side. Spidey lays beside her.**

**Spidey holds back his tears. His tears collect in his eyes but they don't drip out.**

**"I was scared too..." Spidey tells Ariel softly.**

**Ariel stops crying and she looks at Spidey in the eyes.**

**"Of what? You seemed so fearless." Ariel asks Spidey as she sniffs.**

**Spidey pauses and lays on his side to looks at Ariel beside him. Ariel and Spidey's sad eyes met.**

**Spidey softly wipes away Ariel's tears off her face.**

**"I was afraid of losing you." Spidey softly tells Ariel.**

**Ariel then gets closer to Spidey's body.**

**Spidey held Ariel close to his body.**

**"I was afraid I would lose you too." Ariel tells Spidey quietly.**

**"But we have to stay here until morning when the it's safer to leave." Ariel tells Spidey quietly.**

**"Alright" Spidey simply says with a sigh and wraps his black tail fin around Ariel's emerald green tail fin. Ariel embraces Spidey's tail fin around her's and Ariel does the same with Spidey's tail fin.**

**"Ariel..." Spidey softly calls Ariel.**

**Ariel looks at Spidey in the eyes.**

**"Yes?" Ariel asks Spidey.**

**"I swear to protect you with my life and I promise to you." Spidey tells Ariel softly.**

**Spidey's words touched Ariel's heart. Ariel does a heartily smile and comes a bit closer to Spidey's body. Ariel's purple bra shells were now touching Spidey's Spiderman unlimited suit chest.**

**"And I swear to protect you as well Spidey." Ariel tells Spidey with a beautiful smile.**

**Spidey and Ariel's eyes met once again brown and blue eye colors. It held a strong passion. Their eyes get half way closed, then fully closed as they fell asleep in each other's arms... in the same bed.**

**On the surface...**

**Everyone has begin the search for Spidey they have spit into two teams team 1 and team 2 began to search in every area on land and in Motorcity v2 team 1 continue the search at the ocean.**

**The rocket ship has landed in Central park.**

**In the ocean...**

**Spidey and Ariel were awake. They were already on there way to Atlantica once again. They slowly swam beside each other taking their time. Spidey's web cape and Ariel's hair gently swayed in the water's current.**

**Spidey's cut healed and was slowly fading away but it was going to turn into a little wound in the end. They swam in the clear blue waters deep beneath the glimmering water's surface. They were 20 feet deep. But to mermaids this wasn't deep. It was danger zone for any fishing hooks or boats/ships to hit them as they passed by. But Spidey and Ariel didn't even notice.**

**Ariel sighs.**

**Spidey looks at Ariel with concern. "What's wrong?" Spidey asks Ariel with concern.**

**Ariel sighs once more and looks away in sadness. "My dad is defiantly going to ground me for not being home last night." Ariel explains to Spidey.**

**Spidey looks at Ariel with concern. "Well I didn't know you were following me when I took off like that. I'm sorry." Spidey tells Ariel.**

**"You were only looking out for my safety that's all." Spidey continues to explain to Ariel.**

**Ariel sadly sighs. "Yeah. I was." Ariel sadly says.**

**Spidey face brightens up as he then gets an idea. He slams his fist to the open plam of his hand.**

**"I got it! Why don't I explain to your that it was my fault and then you will be off the hook!" Spidey smiles and chuckles at his own joke.**

**Ariel softly giggles at Spidey's joke and she looks at him. Ariel then frowns and flips over so that her stomach and face was facing the water's surface. "I know, but he won't believe you. My father always thimks I am swimming near humans." Ariel explains to Spidey as she puts her hands behind her head.**

**"But I can't help it. I think humans are so interesting." Ariel tells Spidey.**

**"I sometimes dream that I am a human and that I can run, jump and dance." Ariel says with a dreamy sigh and she hugs herself.**

**Spidey listens Ariel with much curiosity. Spidey flips over like Ariel so his stomach and face were facing the glimmering blue water surface.**

**"Human..." Spidey softly says.**

**"Yeah..." Ariel says.**

**"I don't know why but the word human is so interesting to me." Spidey tells Ariel.**

**"Really? How?" Ariel asks with curiosity.**

**"I don't know. It's like the word human and I are...related." Spidey tells Ariel.**

**Ariel frowns. Ariel stops hugging herself and she puts her hands behind her head once again.**

**"I have nightmares as well." Ariel sadly says.**

**Spidey turns his head to look at Ariel.**

**"I had a nightmare that you were in my bed and you were complimenting me by saying my name was pretty just like my eyes. Until all of a sudden the doors slam open and a dark, round ominous figure appears. It then says 'Not so fast there merman! Or should I say human!' and the being zaps you! You turn into human right before my eyes. I was scared because if you would have turned into a human I wouldn't be able to be with you again." Ariel explains to Spidey.**

**Spidey stops swimming and floats up straight. He hears Ariel's nightmare and for some reason the story hits home. He is beginning to remember what has happened to him. His eyes widen as he stays completely still. He was struggling with something internal. He had a strong urge to go to the surface now. He wanted to piece together the information that is jumbling around in his head. Ariel sees Spidey has stop swimming. Ariel then swims towards Spidey. She looks at him with concern. She knew Spidey had something in his mind.**

**"Spidey?" Ariel quietly calls Spidey.**

**All of a sudden Spidey feels something hard land on his head. Spidey loses his train of thought and he rubs his head.**

**"Ow!" Spidey cries out as he rubs the top of his head. He has one eye tightly closed and Spidey's eyebrows narrow. Spidey then catches the object that hit Spidey on the head.**

**Ariel gasps as she feared it might be a fishing hook. Ariel now realizes that they were only 20 feet below the water's surface.**

**"Oh Spidey are you alright?" Ariel cries out.**

**Spidey opens both of his eyes and stops rubbing his head. "Yeah I'm alright." Spidey tells Ariel and looks down at the object in his hand.**

**"What is this?" Spidey asks in much confusion. He puckers his lips and his right eyebrow raises as he closely examines the object.**

**It was a omnitrix badge shape object and it had a golden chain attached. The water's current caused the object to be hit on Spidey's head.**

**Ariel closely examines the badge object in Spidey's hand.**

**"This is so familiar to me... but I don't know what it is." Spidey says. Spidey then tries to open it. But it won't open.**

**"Ugh! It won't budge!" Spidey groans with a hint of frustration.**

**All of a sudden a shadow passes over Spidey and Ariel. The shadow catches Spidey and Ariel by surprise. They both look up at the shadow and it was a boat with a Assassin's creed symbol on the belly of the boat and the boat was in the water passing over them.**

**"A boat..." Ariel softly says.**

**Spidey has a smug smile. "Let's check it out" Spidey says as he puts the golden chain through his head and he wears the object like a necklace. Spidey then quickly swims towards the boat.**

**Ariel eyes widen. "Spidey don't get too close!" Ariel cries out as she quickly follows Spidey.**

**Spidey stops swimming and he turns to look at Ariel below. "Why?" Spidey asks.**

**"Because humans are in it! We can't be seen." Ariel says with a stressed tone.**

**Spidey smiles. "Well I'll make sure they don't see me then." Spidey says and he continues his ascend to the boat.**

**Ariel has a worried face and she quickly follow Spidey.**

**Up above on the boat it's occupants were none other then Altair, Ryder, Ben and Gwen. They were searching for Spidey.**

**Altair was an Assassin he wears the assassin's creed robes and gear from assassin's creed his Weapons: Sly cooper's cane but has the power of the trident, a lasso, the sword of sound, a Solar Cell Morpher with a Travelion card, Triassic battlizer but with brachio morpher look and has the power to transform into a merman by bring his legs together and breaths like forever in the ocean as a merman and his tail is white with red in the middle and his fins are white as a ghost and second power Eagle vision.**

**"SPIDEY!" Altair yells loudly to call for him.**

**Altair sighs and stops calling for him. He needed to rest his vocal chords.**

**Ryder was a biker he wears the Johnny Blaze's ghost rider clothes from the movie 'Ghost rider' with the black bandana and black sunglasses.**

**Weapons: hellfire chain whip, shotgun, two colt single action army revolers, 1873 winchester, and .50 caliber barrett m82a1 they have unlimited ammo, the sword of sound and a sonic underground guitar and powers of the Ghost rider.**

**Ryder was operating the boat slowly so in case they didn't miss Spidey. Ryder had a serious face on. He was determined to find Spidey.**

**Gwen was siting with her hand in the glimmer blue water.**

**Gwen sighs as she looks beside her where the open ocean was.**

**Spidey was now under the boat. Ariel was under the boat as well.**

**"Spidey do you realize we are only 2 feet below the water's surface?" Ariel whispers to Spidey with corcern.**

**"Yeah I know." Spidey says and he knocks on the boat's belly. Ariel's eyes widen that Spidey touched the boat.**

**Ryder, Ben and Gwen hear the knocking. Their faces turn confused.**

**"What was that?" Gwen asks out loud.**

**"It sounded like...knocking." Ben says skeptically.**

**"Ah, it did mate...It did." Ryder agrees with Ben.**

**Below the boat Spidey and Ariel hear them.**

**They quietly laugh.**

**"Now you try." Spidey tells Ariel with a smile.**

**Ariel giggles. "Alright." Ariel says and she knocks on the belly of the boat.**

**"There it is again!" Ben says out loud.**

**Spidey and Ariel hear Ben and they laugh quickly. Spidey then swims to the side of the boat. And sees a hand sticking into the water. It was Gewn's hand.**

**Spidey chuckles as he holds back his laughter. He then grabs on to the hand with his very own hand.**

**Gewn gasps as she attempts to pull her hand out of the water but she was unable to.**

**"Guys something has gotten hold of my hand!" Gewn cries out.**

**Spidey hears the woman cry out and Spidey laughs out loud unable to hold in his laughter.**

**Ariel gasps at Spidey's loud laughter. "Spidey! Quiet down they'll hear you!" Ariel warns Spidey with a worried face.**

**Ben and Ryder rush towards Gewn and just then Ryder and Ben reach Gewn, Spidey let go of Gewn's hand and he lightly tickles it with his transparent blue tail fin and Spidey burst to lower depths. Ariel quickly follows Spidey to the depths below. They were now 20 feet below the surface.**

**"Did you hear that?" Gewn asks as she pulls her hand out of the water and looks at her hand to make sure it was alright.**

**"If you mean the knocking yes mate." Ryder tells Gewn.**

**"No not that... I heard very faint laughter that sounded like a boy...just like...Spidey's laughter." Gewn says as she looks at the water surfacing hoping to see what had grabbed her hand.**

**Ryder laughs. "Spidey isn't here. Why on earth would you think it's was Spidey laughing?" Ryder laughs. Ryder then grabs the controls and makes the boat drive away.**

**Altair has a concerned face as he looks at the water's surface. He has a feeling mermaids have something to do with this. But he didn't want to say it.**

**Spidey and Ariel laugh.**

**"That was...fun!" Ariel exclaims happily as she twirls with her arms out open.**

**"Told you it would be fun." Spidey tells Ariel with a smile.**

**"Yeah..Well let's go see my dad. I better make sure to tell him I am alright." Ariel say and starts swimming towards Atlantica.**

**Spidey quickly follows behind Ariel and smiles.**

**20 mins later they make it to Atlantica.**

**"Spidey wait here! Let me go see my father. Then you and I can go see someone that can tell us what the circle thing is around your neck." Ariel explains to Spidey with a smile and she rushes towards the city.**

**"Alright I'll be waiting then." Spidey yells out to Ariel as she was 20 feet away from Spidey.**

**Spidey smiles and waits on a smooth flat boulder.**

**Sebastian sees Spidey and swims up to him.**

**"Spidey! There you are! Where have you been? Where is Ariel?" Sebastian asks Spidey with concern.**

**Spidey has a smug smile. "Hey Sebastian. Ariel is fine. She went to go see King Triton." Spidey tells Sebastian and he lays down onto his back. He looks at the water's surface.**

**Sebastian sighs in relief to hear Ariel was ok. "Thank goodness."**

**"Sebastian... what's it like...on the surface?" Spidey asks as he looks at the glimmering light of the water's surface.**

**"Hmm? The surface?" Sebastian asks.**

**Sebastian then gasps as he realizes something.**

**"You went up to the surface didn't you?" Sebastian cries out.**

**Spidey let's out a sigh as he rolls his eyes.**

**"No. I just want to go there so bad. I want to see how it's like... to be...a human." Spidey tells Sebastian.**

**"What? That's crazy talk!" Sebastian says in alarm and he swims beside Spidey.**

**Spidey sits up and sighs. "But I really want to see how it would like to be a human... I feel as if humans and me are related." Spidey urges to Sebastian and Spidey looks at him with concerned eyes.**

**..Under the Sea start..**

**Sebastian: Spidey listen to me, the human world is a mess. (Spidey rolls his eyes and sighs)**

**Life under the sea is better than anything they got up there!**

**The seaweed is always greener**

**(Sebastian gestures to seaweed beside Spidey)**

**In somebody else's lake**

**You think about going up there**

**(Spidey looks up at the water's surface)**

**But that is a big mistake**

**(Sebastian pulls his chin downward for eye contact)**

**Just look at the world around you**

**Right here on the ocean floor**

**Such wonderful things surround you**

**(Sebastian twirls. Spidey raises his eyebrow and smiles at the multicolored fish swimming around his body)**

**What more is you lookin'for?**

**(Spidey pouts and rests his fist under his chin.)**

**Under the sea**

**Under the sea**

**here where it's better**

**Down where it's wetter**

**Take it from me**

**(Sebastian gestures to himself.)**

**Up on the shore they work all day**

**(Sebastian pretends to be pushing something heavy)**

**Out in the sun they slave away**

**(Sebastian pretends to be hot)**

**While we devotion'**

**Full time to floation'**

**(Sebastian leaps and floats)**

**Under the sea**

**Down here all the fish is happy**

**As off through the waves they roll**

**(lots of different colored fish swim by Spidey)**

**The fish on the land ain't happy**

**They sad'cause they in their bowl**

**(Sebastian sad face)**

**But fish in the bowl is lucky**

**They in for a worser fate**

**One day when the boss get hungry**

**Guess who's gon' be on the plate**

**(Spidey has a grossed out face)**

**Under the sea**

**Under the sea**

**Nobody beat us**

**Fry us and eat us**

**In fricassee**

**We what the land folks loves to cook**

**Under the sea we off the hook**

**We got no troubles**

**Life is the bubbles**

**(Sebastian twirls causing bubbles)**

**Under the sea**

**Under the sea**

**Since life is sweet here**

**We got the beat here**

**Naturally**

**Even the sturgeon an' the ray**

**They get the urge 'n' start to play**

**(Spidey watches the ray and sturgeon play and Spidey smiles)**

**We got the spirit**

**You got to hear it**

**Under the sea**

**The newt play the flute**

**The carp play the harp**

**The plaice play the boss**

**And they soundin' sharp**

**The bass play the brass**

**The chub play the tub**

**The fluke is the duke of soul**

**(Yeah)**

**The ray he can play**

**The lings on the strings**

**The trout rockin' out**

**The blackfish she sings**

**The smelt and the sprat**

**They know where it's at**

**An' oh that blowfish blow!**

**(Spidey looks bored and Ariel comes to Spidey. Spidey looks happy to see Ariel. Ariel smiles and whispers in Spidey's ear.**

**Spidey smiles and nods at what Ariel tells him and he then swims away with Ariel. Sebastian doesn't know that Spidey left and the music continues.)**

**Under the sea**

**Under the sea**

**When the sardine**

**Begin the beguine**

**It's music to me**

**What do they got? A lot of sand**

**(Sebastian throws sand in the water above him)**

**We got a hot crustacean band**

**Each little clam here**

**know how to jam here**

**Under the sea**

**Each little slug here**

**Cuttin' a rug here**

**Under the sea**

**Each little snail here**

**Know how to wail here**

**That's why it's hotter**

**Under the water**

**Ya we in luck here**

**Down in the muck here**

**Under the sea**

**The fish and Sebastian poses and points to Spidey. But he only points the rock Spidey was sitting on. The fish frown to find that Spidey left and they swim away and all different directions.**

**..Under the Sea end..**

**Sebastian notices that Spidey is gone. "Spidey?" Sebastian says as he notice Spidey is gone.**

**Sebastian then sighs. "Someone has got to nail that boy's fins to the floor" Sebastian sadly says.**

**On the surface...**

**Team 2 search in the city while team 1 continue searching at the ocean they were finding Spidey if he was alive or not.**

**Under the sea...**

**The waters were cool blue as the sun's light shined through the surface of the water and into the wonders of the sea. Ariel and Spidey swam low to the sandy bottom. As they swam along the sandy bottom of the sea floor. Sand was being swayed around by the current Ariel and Spidey were pulling along with them.**

**Ariel and Spidey were laughing.**

**"Thanks Ariel for saving me from Sebastian's song." Spidey thanks Ariel with a charming grin.**

**Ariel giggles. "Your welcome Spidey. Sebastian does have words through music." Ariel tells Spidey with a smile.**

**Spidey smiles back. "So where are we going and who is Scuttle?" Spidey asks with curiosity as he swims beside Ariel following her.**

**"Scuttle is a great friend of mine. He is very smart when it comes to objects from up above." Ariel explains to Spidey.**

**Spidey looks at Ariel. "Up above? You think this badge object came from up above?" Spidey asks with more curiosity his eyes narrow focused on what Ariel tells him.**

**"Well I have never seen it in the the sea so it doesn't belong here." Ariel tells Spidey.**

**"I mean we can ask my father. But he would just get angry and ground us both for having something that didn't belong in the sea." Ariel closes her eyes and shrugs her shoulders.**

**Spidey nervously chuckles. "Yeah not a good idea." Spidey chuckles.**

**Ariel looks at Spidey and smiles. She then looks at the water's surface above them. It shimmered with beauty.**

**"We're here." Ariel says with delight and starts to burst towards the water's surface.**

**Spidey's eyes widen as Ariel sudden brust takes him by surprise.**

**Spidey then burst as well. He quickly beats Ariel to the surface of the water. He pops out of the water. It looked like Spidey shot out of the water with the outmost grace. But Spidey was never planning to shoot out of the water like a dolphin does. Spidey miss judges his own speed as begins to screams as he sees he's not about to land in the water but on a hard boulder.**

**Spidey lands hard on his back. "Ow..." Spidey groans out his tightly shut under the pain his back was in.**

**Spidey's entire body was out of the water even his black fish body and transparent blue tail fins wasn't even touching the water.**

**"Are you alright there?" a male voice was heard from above Spidey.**

**Spidey groans as the pain goes away and he open his eyes. He rests his elbows behind him. He lifts his back a bit as his elbows anchor on the rock he was on. He looks just at the right moment as Ariel pops out of the water a bit and swings her hair behind her.**

**The sight to Spidey was utterly amazing. Spidey smiles with delight as he watches Ariel swim towards him.**

**"Are you ok Spidey? You shot out of the water pretty fast." Ariel tells Spidey with a giggle.**

**Spidey grins. "Yeah I am fine." Spidey tells Ariel with a smile. All of a sudden a seagull lands on Spidey's stomach.**

**"Are you alright?" The seagull asks Spidey. As the seagull's face gets closer to Spidey.**

**Spidey leans away from the seagull as the seagull gets uncomfortably close to Spidey's face.**

**"Oh Scuttle this is Spidey! Spidey this is Scuttle...the seagull." Ariel introduces Spidey and Scuttle to each other.**

**"Pleasure to meet you Spidey!" Scuttle says with pride as he grabs Spidey's hand to shake it. causing Spidey to fall back onto his back again.**

**Spidey groans with annoyance. Spidey then sits up straight causing Scuttle to fall off of Spidey's stomach and onto his black fishy part of his body.**

**Ariel giggles as she watches Scuttle and Spidey. Ariel was still floating in the water. Only her purple seashell bra was showing. The rest below that area was underwater.**

**"I can tells you guys can get along just fine." Ariel giggles.**

**Spidey groans. "Yeah just fine." Spidey says sarcastically as he tries to get Scuttle off of him. He gently grabs Scuttle and rests him beside him.**

**"Why thank you Spidey." Scuttle says and waddles over to Ariel.**

**"So Ariel. What can I help you with?" Scuttle asks Ariel eager to help.**

**Ariel smiles. "Scuttle, Spidey has a badge object around his neck. Can you please tells us what it is?" Ariel asks Scuttle.**

**Scuttle looks at Spidey and he waddles over to Spidey. He quickly flies up to Spidey's right shoulder and lands on his right shoulder.**

**Spidey looks at Scuttle skeptically. Scuttle takes a look at the badge object that hung from a golden chain. "Hmm..." Scuttle says as he ponders. Scuttle then grabs the badge object and pulls it over Spidey's head so that the golden chain was not around Spidey's neck anymore.**

**Scuttle jumps off of Spidey's right shoulder and he lands on his orange webbed feet.**

**"Hmmm... it seems to black, green and sliver, round, and hard." Scuttle says.**

**"We know that..." Spidey tells Scuttle as he loses his patience with the bird.**

**"Wait!...I am not done yet." Scuttle says as he examines the badge object in his feathers.**

**"It's...it's..." Scuttle says.**

**Spidey and Ariel listen attentively as they awaited Scuttle's answer.**

**"A snarfblaster." Scuttle concurs.**

**Spidey eyes narrow as he knew that was not the answer.**

**Ariel looks in amazement at the badge object as she leans over the rock and closely looks at the snarfblaster.**

**"Wow...a snarfblaster...What was it used for Scuttle?" Ariel asks eager to find out.**

**"Well a snarblaster was used to swing around and catch food." Scuttle says as he gets up and starts swing the badge object by it's golden chain.**

**Spidey's eyes widen as he was afraid Scuttle would lose his grip on the chain and lose the badge object forever.**

**Ariel watched Scuttle swing the object above his head.**

**"No! Stop!" Spidey cries out as he quickly grabs the snarfblaster out of Scuttle feathers.**

**Scuttle suddenly looks at Spidey.**

**"I was only trying to help." Scuttle says with a smile.**

**"Umm.. thanks for your help Scuttle. I...I gotta go now." Spidey tells Scuttle and puts the badge object around his neck and Spidey tries to stand up. He finally stands on his tail fins but a split second later Spidey completely loses his balance and falls over and lands into the water once again with a big splash.**

**"OKAY! Bye! See ya later!" Scuttle says with a grin as he yells to Ariel and Spidey as they swam away and finally sunk into the water.**

**Ariel and Spidey swim beside each other.**

**"Why did you try to lift your entire body like you were standing up like... like a human." Ariel tells Spidey.**

**Spidey looks at Ariel with curious eyes. "Really? Well I didn't really think about it. I guess it was just instinct." Spidey tells Ariel.**

**Ariel frowns and looks away. "Hmm..." Ariel says to herself as she ponders.**

**"Anyway, I don't think that seagull know what he is talking about." Spidey says with a roll of his eyes.**

**Ariel frowns and looks at Spidey. "Really? you think so?" Ariel asks Spidey.**

**"I'm am sure of it." Spidey says with a sharp nod of his head.**

**"So.. all of those things I showed Scuttle were not named correctly?" Ariel says with a frown as she looks away.**

**Spidey looks at Ariel and his eyes narrow with interest. "What other things?" Spidey asks with curiosity.**

**Ariel looks at Spidey and smiles. "My collection!" Ariel says with delight.**

**Spidey grins. "Collection?" Spidey says with a smile.**

**"Come follow me I will show you!" Ariel says with happiness that she was now able to show Spidey her collection. Ariel rushes to her collection which was about a mile away.**

**Spidey quickly follows right behind her.**

**On the sea floor was Sebastian and he was not too happy that Spidey disappeared without a trace.**

**"Where can that boy be?" Sebastian tells himself.**

**All of a sudden two shadows past over him. Sebastian gasps as he looks up and sees Spidey and Ariel swimming above him. They didn't notice Sebastian.**

**"Spidey! there you are!" Sebastian cries out. But Spidey doesn't hear Sebastian as he swims away following Ariel.**

**Sebastian pouts. "Oh not this time. I not leaving you out of my sight boy!" Sebastian says determined and he leaps off of the sandy sea bottom and starts after Spidey and Ariel.**

**'I wonder where those two are heading off too.' Sebastian says in his mind as he quickly follows Spidey and Ariel with a determined face.**

**It was now dark and the moon shined through the water's surface. Ariel and Spidey look at their surrounds to see if anybody had been following them. They smile to see nobody around and Ariel start to tug on the huge boulder. She grunts as the boulder proves to be diffcult to pull. Spidey grins and helps Ariel pull the boulder away.**

**The boulder moves away in a flash with Spidey's might and Ariel and Spidey quickly swim inside.**

**Sebastian gasps as he quickly swims inside before the boulder got a chance to close completely.**

**Sebastian was now inside the cave with Ariel and Spidey.**

**"This must be where Spidey and Ariel make out and..." Sebastian quietly tells himself as he tightly shuts his eyes as he was unable to finish his sentence. 'I don't even want to think about the rest!' Sebastian says in his mind.**

**Spidey looks around his surrounds. He sees hundreds of items from the human world. Shelves upon shelves of all sorts of items. But in the top was a hole. A hole that barely Ariel could squeeze through. But the moon's light shined down with shimmering beauty. Spidey watches in total awe at the wonderful haven he was in.**

**"Wow Ariel! This place..it's so cool! I never would have thought this place actually existed!" Spidey says in total awe.**

**Ariel giggles and smiles. "I know. Me and Flounder discovered it when there was a horrible current storm [Wind storm] one day. It was quite awful. So me and Flounder found refuge here." Ariel explains to Spidey.**

**Spidey listens to Ariel and smiles. "Wow." Spidey says speechless.**

**Ariel smiles but then frowns as she looks at all of her collection. "Yeah... but there is one thing wrong with this place." Ariel says with a frown. She was floating 3 feet above the sandy bottom looking at a painting of a castle.**

**Spidey frowns. "What?" Spidey answers Ariel.**

**"It's all under water." Ariel says sadly.**

**"If my father found out about this place. He would destroy it. He would shatter every thing I ever worked for!" Ariel cries out as she sinks rests her human part of her body on a blouder that was sticking out of the sandy bottom and her fish lower part of her body was hanging off the ledge of the blouder.**

**Ariel thinks of a flash back when her father and Ariel were arguing that humans are not savages and are not dangerous.**

**"Daddy humans are not dangerous! You need to understand that not everything out there is not intened to harm us!" Ariel yells angrily at her father.**

**King Triton gets angry. "Ariel what is the matter with you? Have you gone mad? They are humans we are mermaids! Mermaids and Humans can NEVER BE TOGETHER! That's it! Your grounded! From now on Sebastian will keep an eye on you from this day forth!" King Triton says with a angry tone and he turns away before Ariel can protest.**

**Ariel frowns as she bites her lip to keep herself from crying. Ariel quickly swims away to cry...alone. The flash back ends and Ariel deeply frowns as she holds back tears. Spidey sees Ariel and frowns. He swims over to her afloats right above her.**

**..Part of your world start..**

**Spidey: Ariel are you ok?**

**Ariel: If only I can make him understand. I just don't see things the way he does but...maybe he's right, maybe there is something the matter with me. (sighs)**

**I don't see how a world that makes such wonderful things(Ariel shurgs her shoulders)... could be bad. (Ariel turns her head to look at Spidey above her.)**

**(Sebastian pouts as he watches Ariel and Spidey from a distance hidden under some clutter.)**

**Look at this stuff**

**Isn't it neat?**

**(Ariel shows Spidey a fork in her hand)**

**Wouldn't you think my collection's complete?**

**Wouldn't you think I'm the girl**

**The girl who has everything?**

**(Ariel sits up and looks around the cavern)**

**Look at this trove**

**Treasures untold**

**(Spidey looks around the cavern beside Ariel)**

**How many wonders can one cavern hold?**

**Looking around here you think**

**Sure, she's got everything.**

**(Ariel looks at Spidey and smiles and shurgs her shoulders.)**

**I've got gadgets and gizmos a-plenty**

**(Ariel swims to a shelve and shows Spidey a pair of dull dark charms. Spidey follows)**

**I've got whozits and whatzits galore**

**(Sebastian quietly follows the couple around the cavern in the shelter of the clutter)**

**You want thingamabobs?**

**(Ariel shows Spidey a briefcase and opens it revealing 20 cork screws)**

**I've got twenty!**

**(Spidey raises one eye brow as he looks at the thingamabobs. He knew that wasn't what they were called)**

**But who cares?**

**(Ariel closes the case and puts it away)**

**No big deal**

**I want more**

**(Ariel looks at the hole above her)**

**I wanna be where the people are**

**I wanna see, wanna see them dancin'**

**(Ariel looks at a small glass sculpture of human dancing)**

**Walking around on those - what do you call 'em?**

**Spidey: (sings along with Ariel) Feet.**

**Oh - feet!**

**(Ariel chuckles nervously)**

**Flippin' your fins, you don't get too far**

**(Ariel swims on facing the water's surface)**

**Legs are required for jumping, dancing**

**(Ariel grabs Spidey and dances with him floating in the water)**

**Strolling along down a - what's that word again?**

**(Ariel and Spidey pretend to be walking down a street beside each other)**

**Spidey: Street**

**Street**

**(Ariel let's go of Spidey and swims towards the hole above her. Spidey follows behind Ariel)**

**Up where they walk, up where they run**

**Up where they stay all day in the sun**

**Wanderin' free - wish I could be**

**Part of that world**

**What would I give if I could live out of these waters?**

**(Spidey listens to Ariel and he starts to remember)**

**What would I pay to spend a day warm on the sand?**

**(Ariel lays down on the sand and stretches her arms outward)**

**Bet'cha on land, they understand**

**(Ariel sits up)**

**That they don't reprimand their daughters**

**(Ariel frowns as she thinks of her father)**

**Bright young women**

**(Ariel poses)**

**sick of swimmin'**

**Ready to stand**

**(Ariel looks above her and swims upwards doing back flips)**

**And ready to know what the people know**

**(Ariel grabs a book and opens it)**

**Ask 'em my questions and get some answers**

**(Ariel shows the open book to Spidey. Ariel puts the book down and swims to a painting of fire, Spidey follows)**

**What's a fire and why does it - what's the word?**

**Spidey:(sings along with Ariel) Burn.**

**Burn?**

**When's it my turn?**

**(Ariel tucks her arms to her chest)**

**Wouldn't I love, love to explore that world up above?**

**(Ariel reaches her arm through the hole and reaches for the water's surface)**

**Out of the sea**

**(Ariel sinks to the bottom floor. Spidey sinks with Ariel trying to piece together the information Ariel sang about the human world.)**

**Wish I could be**

**Part of that world**

**(Ariel and Spidey sit beside each other on the boulder look at the hole above them)**

**..Part of your world end..**

**Spidey ponders as he looks around the cavern.**

**Ariel sighs as she ends her song and looks at Spidey.**

**"Spidey are you alright?" Ariel asks Spidey with concern.**

**Spidey's eyes widen as he starts to remember what he was: A HERO FOR LIFE!**

**A flash back plays in his head little fragments play.**

**"I am the sea witch!" The sea witch says with a sinister tone.**

**"Yeah yeah I know you freakin' old hag!" Spidey says to the sea witch.**

**"On your 17th birthday..." The sea witch tells Spidey but her sentence is cut off.**

**All of a sudden evil laughter was heard inside Spidey's head. Spidey groans as he tightly shuts his eyes.**

**"Spidey!" Ariel cries out as she holds Spidey's hand.**

**Spidey gasps as he opens his eyes and the laughter stops. He looks at Ariel.**

**"Ariel...I My birthday...it's tomorrow!" Spidey tells Ariel with a concerned face.**

**Ariel smiles. "Oh! That's great! Tomorrow you and me can go to a carnival tomorrow!" Ariel says with delight.**

**Spidey sighs and looks at Ariel with a sincere smile. "I would be glad to go to the carnival with you. But..." Spidey tells Ariel as he holds on to Ariel's hand but Spidey is interrputed by a voice.**

**"But what?" Sebastian says as he steps out of hiding and puts his claws on his hips and he pouts at Ariel and Spidey.**

**Ariel and Spidey quickly turn to the sound and see Sebastian. They gasps at the cavern's secret was exposed.**

**On the surface...**

**The moon shined bright among the faint stars. It was now dark out of the sea. Altair, Ryder, Ben, and Gwen were on their way back on to land.**

**Ryder had a powerful yellow head light at the front of the boat. Ryder moved towards home. The distance shore was now visiable.**

**They didn't had any luck in finding Spidey at the sea.**

**12 seconds later the boat hits the sandy shore docks. Ryder drives the boat to the dock and docks it there.**

**Ben, Gwen and Altair, Ryder jump off the boat and land onto the dock.**

**They tried the boat to the dock by rope and starting to walk up the 30 ft. stairs made out of cement they contiune walking to the house which was a Bruce Wayne house manor look and go to their seperated ways to get some sleep in the morning for the finding of Spidey.**

**..Under the sea...**

**"Ariel...I My birthday...it's tomorrow!" Spidey tells Ariel with a concerned face.**

**Ariel smiles. "Oh! That's great! Tomorrow you and me can go to a carnival tomorrow!" Ariel says with delight.**

**Spidey sighs and looks at Ariel with a sincere smile. "I would be glad to go the carnival with you. But..." Spidey tells Ariel as he holds on to Ariel's hand but Spidey is interrupted by a voice.**

**"But what?" Sebastian says as he steps out of hiding and puts his claws on his hips and he pouts at Ariel and Spidey.**

**Ariel and Spidey quickly turn to the sound and see Sebastian. They gasps at the cavern's secret was exposed.**

**Spidey and Ariel's hearts beat faster as they think of an explanation.**

**"Umm...I...umm.." Spidey says as he tries to speak to the angry Sebastian.**

**"If your father knew about this place...!" Sebastian yells out.**

**Ariel cringes and then quickly swims towards Sebastian and meets him at eye level on the sandy sea floor.**

**"Please don't tell my father! If he'd find out, everything I ever worked for would be ruined!" Ariel pleads with Sebastian with a worried tone and face.**

**"Hmph!" Sebastian pouts and turns away from Ariel as he crosses his claws across his chest.**

**"Sebastian please!" Ariel pleads with Sebastian raising her tone of voice.**

**Sebastian turns around and looks at Ariel.**

**"Ariel! Get your head out of the sand! Humans are not friendly! They are dangerous spineless savages harpooning fish eaters! Don't you see? Humans kill, destroy and conquer! That's all they do! Humans are good for nothing barbarians!" Sebastian raises his tone at Ariel.**

**Spidey eyes narrow as he watches Sebastian yells at Ariel as he clenches his fists. Something then catches his eye. His face turns concerned as he swims towards the object on the floor. It was wooden and it appeared to be a slender stick. Spidey holds the wood object in his hand.**

**'This...stick...it seems so familiar' Spidey says within his mind as his eyes narrow as he concentrates.**

**'This stick..it's...a wand!' Spidey continues in his mind as his eyes widen in revelation.**

**'Maybe Ariel found it and claimed it as part of her collection. But then again. Something tells me that's not true. This wand as a bigger story behind it...but...what?' Spidey continues within his mind.**

**"Please Sebastian... ok! I don't want to be human anymore. In fact! I don't want anything to do with humans! Just please don't tell daddy. I will never visit this cavern again it's...it's nothing to me anymore" Ariel calmly and softly tells Sebastian as she does puppy eyes at Sebastian.**

**Sebastian looks at Ariel and tries to resist Ariel's puppy eyes.**

**"Ugh...Alright! Alright!" Sebastian groans and then sighs.**

**"I won't tell your father." Sebastian continues.**

**Ariel smiles and hugs Sebastian. "Oh! Thank you so much!" Ariel says with the outmost joy.**

**Spidey hesitantly puts the wand down on a empty spot on the shelf. 'Well I will come back to it when I need to.' Spidey says in his mind and swims towards Ariel. He briefly looks back at the wand and groans as he looks away and swims to float beside Ariel.**

**"Let's go home you two. The annual carnival is up tomorrow and we want to be well rested." Sebastian says.**

**Ariel smiles and rests Sebastian on the sandy floor bottom. Ariel then swims over to the exit where the blouder was in the way. Ariel tries to push it out of the way.**

**Spidey chuckles and swims over to Ariel and easily moves the boulder out of their path. Spidey and Ariel quickly swim out of the cavern but Sebastian couldn't make it out in time.**

**He yelps as he is nearly crushed. Spidey quickly shot out a web line to Sebastian and yanks him out of there and rests Sebastian on his shoulder.**

**"Thanks for making Ariel happy. I hate to see Ariel upset." Spidey tells Sebastian.**

**Sebastian grins pleased with himself.**

**Ariel and Spidey swims beside each other as they go into the city of Atlantica and into Ariel's bedroom for a good night sleep.**

**But someone has following them. Lurking in the darkness were two sinister looking eels.**

**"It looks like.." Eel one says.**

**"We know where.." Eel two says continue Eel's one sentence.**

**"The wand is located." Eel one and two say in unison and snicker evilly. They both quickly swim into the cavern through the hole up top. They quickly swim towards the wand and grabs it. As quickly as they entered was as quickly as they exited with the wand in their grasp. They swims 2 miles towards a cave with a faint purple arua shining from within.**

**A octopus with a human upper body and a black octopus body a being was in the cave. The eels quickly enter the cave and reach the octopus being.**

**"My dear Ursula" Eel 1 says.**

**"We have a pleasant surprise for you." Eel 2 says.**

**"Really? What would that be?" Ursula asks.**

**"We found your wand." Eel 1 tells Ursula with sinister pride.**

**"Really? You have?" Ursula asks with evil joy.**

**"That's right my Ursula. Here it is." Eel 2 tells Ursula with a sinister smile and he gives Ursula the wand.**

**Ursula as an evil smile as she grabs the wand from Eel 2.**

**"Yes! The wand is in my grasp!" Ursula says with evil joy and a evil smile as she looks at her wand.**

**"Now we can continue with your plan Ursula." Eel 1 says.**

**"Yes soon the ocean and the land will yours to control Ursula!" Eel 2 tells Ursula with a sinister chuckle.**

**"That's correct my two precious little ones." Ursula says.**

**Ursula pouts and the stands in front of her table.**

**"But there is one boy that stands in my way." Ursula continues as she gestures at the table and the table opens admitting purple light and purple smoke. Within the smoke was a hologram of Spidey. It was a hologram of Spidey swimming.**

**"Ursula that's him?" Eel 1 asks Ursula.**

**"That's the one that you transformed into a merman?" Eel 2 asks Ursula.**

**"Yes.. it is.." Ursula says with a evil grin across her face.**

**"The spell will wear off tomorrow night." Ursula continues as she watches closely at the hologram of Spidey swimming.**

**"We'll pay him a delightful visit tomorrow. A visit he will never...forget." Ursula says as she starts to laugh evilly.**

**The wand in her hand glows a bright red as Ursula the sea witch laughs evilly.**

**At Atlantica...**

**The hologram of Spidey becomes real as we come back to Spidey at Atlantica.**

**Spidey was laying down in Ariel's bedroom on a web hammock which was made by Spidey's webbing and his webbing was waterproof and unlimited also (a side note there) he watches the shimmering moon's reflection on the water's surface. Unknowingly to him it would be his last night as a merman.**

**He thinks about Ariel's beautiful singing.**

**Spidey let's out a happy sigh as he closes his eyes and falls asleep.**

**He begins to dreams he was training with his bros in the ring of awsomeness they were training in hand to hand combat, whip training for Spidey and Spiderman training too, Altair assassin and lasso training, Ryder gun training Spidey has to admits he have the best brothers ever and the others were sparring, playing cards and video games, racing and watching for danger but all of a sudden a brown hair girl with purple eyes walks up to the house on the hill and she tells Spidey there is some trouble at the seas and so they got there but there is no trouble and Spidey asks this girl there is nothing here.**

**"You fool you were lured into a trap and tricked by me the sea witch." This girl transforms into Ursula the sea witch.**

**Spidey saw the sea witch and shocked but not scared "Well well well Ursula so we meet again eh?" Spidey asks the sea witch and reachs for his Ultimatrix "little you rat" "what?" Ursula grabs Spidey and she has a wand in hand and the wand glows red and the sea witch says this to him "on your 17th birthday you will be human again but by then you nor any body else will be able to stop me!" The sea witch laughs evilly and she throws Spidey far, far out into the sea and the sea witch shoots the beam at Spidey and the beam completely engulfs Spidey.**

**Spidey screams at the top of his lungs in pain. The beam lifts Spidey in the air. His legs bind together and turn black with the sides of red. His feet bind together and turn blue as well. But his fins were transparent with a blue tint to them.**

**The sea witch laughs evilly and the beam stops flowing. Spidey glares at the sea witch not knowing what has happened to him. He only cared that she had caused him pain and he wasn't going down without a fight. He tries to webbed the sea witch in the face but ends up webbing the wand and yank the wand out of her hand. The sea witch was taken by total surprise and gasps in shock that the wand lands in the ocean.**

**"No!" The sea witch yells out.**

**Spidey falls since the beam was not supporting his weight. He falls and hits his head on the side of a rock before landing in the ocean and sinking to the ocean floor unconscious.**

**The sea witch in rage and kicks some sand around her and sinks into the water to start her search for the wand under water. She ignores Spidey for she thinks he snapped his neck upon impact of the rim of the rock. Spidey finally lands on the ocean floor a bit of sand moves around as Spidey lands on the ocean floor...unconscious.**

**Spidey wakes up from the dream. He eyes widen as he yelps out breathing heavily. His heart beats really fast. He sits up in a cold sweat.**

**"It...it was just a dream..." Spidey says as he tries to catch his breath.**

**"About.. my past.." Spidey says as his eyes widen in revelation as he finally remembers what happened to him.**

**"It's all coming back to me! I ...I was...a human." Spidey says with much revelation and total state of shock in his voice.**

**"I ...gotta tell Ariel! But.." Spidey says with determination but then frowns as he finishes his sentence.**

**"Ariel would hate me. I...would never be able to see Ariel...I would never be able...to...be with her." Spidey says sadly.**

**"But she deserves the truth." Spidey finally says with determination.**

**Spidey then reachs his right wrist which the Spider wrist morpher which it has the spider smybol on it and shuts it downs and reveals his bare chest which muscle style a little bunk up and Spidey then swings blankets off of him revealing his lower black fish body. He then pushes off from the hammock and floats. He then swims to the front door and places his hand on the door knob.**

**The door slams open on it's own and the happy Ariel with a big smile reveals her self with wide open arms.**

**"Surprise Spidey! Happy birthday!" Ariel says with total happiness and hugs Spidey.**

**Spidey's eyes widen surprised. He then hugs Ariel back.**

**"Wanna go to the carnival to celebrate your wonderful day you become a merman?" Ariel says with a smile.**

**Spidey listens to Ariel and hears the part 'man' more loudly in her sentence.**

**Spidey sighs and looks at Ariel.**

**"I'd love to but I have something to tell you." Spidey says.**

**Ariel giggles and listens. "Okay."**

**"I...I..." Spidey says but doesn't finish his sentence.**

**Spidey sighs in defeat looks at Ariel once again. "I can't wait to spend the day with you." Spidey tells Ariel.**

**Spidey didn't have the guts to tell Ariel the truth.**

**Ariel giggles and smiles. "Alright then! Let's go!" Ariel says eagerly and swims away leading Spidey out of the castle and to the carnival. Spidey slowly follows. The thought of him turning into a human never left his mind.**

**Finally Spidey and Ariel exit the castle and a red crab and yellow fish with blue strips awaited them at the exit.**

**"Are you guys ready? I can't wait to go!" Flounder exclaims with excitement as he does a back flip in the water.**

**"Oh and Spidey! Happy birthday!" Flounder exclaims to Spidey with a smile.**

**Spidey grins. "Thanks Flounder."**

**"Well.. I will be keeping an eye on you two for the day. Here are the rules that must be followed." Sebastian says as he tries to establish his authority.**

**"Rule number 1! You two are not to leave my sight! Rule numder 2! You two must be within 5 feet from me. Rule number3!..." Sebastian says as he lists the numerous rules.**

**"Let's go have some fun." Ariel quietly tells Spidey and swims towards the carnival which was 2 miles away.**

**Spidey chuckles and follows Ariel. Flounder does the same.**

**"Rule Number 5..." Sebastian says but he notices Ariel and Spidey were not with him.**

**"Ariel...Spidey?" Sebastian says confused as he looks around and then spots them 10 feet behind him.**

**"Hold on you two!" Sebastian calls out to Ariel and Spidey and follows after them.**

**20 minutes later Spidey, Ariel, Flounder and Sebastian make it to the carnival.**

**In the carnival there weren't any roller coasters. But the only rides there were a ferries wheel, and a ride on some dolphins. Within the carnival were mer folk, games, and a spot to play and listen to music.**

**Spidey, Ariel, Flounder, and Sebastian heard the lively and great caribbean music from the distance.**

**"Let's go!" Ariel says with excitement and swims into the carnival.**

**Spidey grins and follows after Ariel. Flounder and Sebastian follows as well.**

**"This place is...well pretty cool if you ask me." Spidey admits as he looks at the colorful sights of the carnival.**

**"It's your birthday Spidey. Where do you want to go first?" Ariel asks Spidey with a smile.**

**Spidey looked confused as Ariel questions takes him by surprise. Spidey's head was too busy thinking about the sea witch. Spidey wasn't himself today.**

**"Umm how about the ferris wheel?" Spidey says as he gestures over to the ferris wheel.**

**Ariel smiles and leads Spidey to the ferris wheel. Spidey follows.**

**"Okay a lot of merfolk are here today so I want you two stay close to me. I don't you two to get lost." Sebastian says as he looks at the merfolk around him.**

**"Umm Sebastian.." Flounder calls Sebastian.**

**"Yes?" Sebastian responds.**

**"I think they are lost.." Flounder says with a sad tone.**

**"What?" Sebastian exclaims as he turns to look for Spidey and Ariel but they are no where to be found.**

**"Oh no!" Sebastian cries out.**

**"Spidey!...Ariel!" Sebastian calls out loud to Spidey and Ariel. But his voice wasn't loud enough to over come the noise of the merfolk all around him.**

**Spidey and Ariel enter the ferris wheel and go for a ride. They go up, up, up.**

**"Yay! This is fun!" Ariel shouts with joy.**

**Spidey's mind was somewhere else and Ariel finally takes notice.**

**"Spidey is everything ok?" Ariel says with a frown on her face.**

**Spidey's eyes widen as he turns to look at Ariel. He then smiles.**

**"Yeah...I'm totally fine." Spidey tells Ariel with a nervous chuckle.**

**Ariel giggles. "Ok then." Ariel says with a smile.**

**The ferris wheel ride finally ended and Spidey and Ariel exit the ride.**

**They hear the lively Caribbean music in the distance.**

**"Let's go listen to the band." Ariel says happily and swims towards the music. Spidey slowly follows behind.**

**1 minute later Spidey and Ariel reach the source of the lively music. A band of fish and a octopus were playing the instruments.**

**..Music is Under the Sea Instrumental..**

**Spidey and Ariel sit at a table and listen. Spidey then takes notice of Ariel's tail fin's. They were swaying along with the beat of the music.**

**"Ariel would you like to dance." Spidey asks Ariel with a smile.**

**Ariel looks at Spidey surprised. "Dance? But Spidey I can't dance." Ariel says discouraged.**

**Spidey chuckles. "Yes you do. Come and let the master show you how its done." Spidey says with a smile and tugs Ariel by the hand to float in front of the band that was playing the music.**  
**Spidey sinks on to his tail fin and stands on them like they were his feet. Ariel sees Spidey's plan and Ariel face lights up with joy. She then does the same and stands on her tail fins like they were her feet. Spidey and Ariel try to walk on their tail fin as they try to dance with the music. Spidey and Ariel laugh together as they waddle on their tail fins. Spidey and Ariel were holding each other like they were about to waltz.**

**The song finishes and Spidey and Ariel stop trying to dance and laugh.**

**"That..was very different! But it was fun! It was like we actually had feet! Who thought you to dance like that?" Ariel asks with a smile.**

**Spidey lightly gasps as Ariel's question catches him off guard. "Umm I don't know." Spidey says with a frown.**

**Ariel frowns as well but then smiles at Spidey. "Let's go into that ride." Ariel says as she points to a forest of kelp.**

**Spidey follows Ariel into the kelp forest. But Spidey and Ariel never entered a ride. Instead they unknowingly left the carnival and entered a very dense kelp forest.**

**Sebastian and Flounder spot Spidey and Ariel and quickly follow right after them.**

**Ariel and Spidey search for the ride but it was nowhere in sight. They then make it to the very center of the kelp forest. It looked like a meadow of lush green seagrass every where. The center was also shaped like a heart.**

**"I am tried of swimming. Let's rest here for now." Ariel says as she sinks and sits on the lush sea grass. Spidey sighs and does the same. It was getting dark outside and the moon was about to appear again. But Spidey and Ariel don't notice.**

**Finally Flounder spots Spidey and Ariel.**

**"Sebastian I found them." Flounder tells Sebastian.**

**Sebastian then pops his head out of the dense kelp and sees Ariel and Spidey.**

**"Typically teenagers. Running away from authority." Sebastian says and pouts.**

**"Even if we don't find this ride then I wouldn't mind. As long as I am with you Spidey." Ariel says as she cuddles beside Spidey. Spidey embraces Ariel's cuddling. And Spidey cuddles back.**

**"Ariel.. thank you for making my life truly special." Spidey tells Ariel with a smile.**

**"But I have something to tell you." Spidey tells Ariel with a serious face.**

**"Yes?" Ariel asks.**

**"I...I..." Spidey says as he sighs and closes his eyes and turns his face again bit.**

**"Yes Spidey?" Ariel asks eager to know.**

**Spidey looks back at Ariel with a frown. "I almost forgot to tell you that there is a piece of kelp on your bra strap behind you." Spidey says as he regrets not telling her the truth.**

**Ariel's eyes widen as she then giggles and blushes as she turns her back towards Spidey.**

**"Can you take it off please?" Ariel asks bashfully.**

**Spidey chuckles. "Sure." Spidey says tries to untangle the kelp off of Ariel's bra strap on her back.**

**Sebastian eyes widen. "What is that boy doing?" Sebastian cries out as he believe Spidey is going to take Ariel's purple seashell bra off.**

**Flounder stops Sebastian from storming into the scene. "He's taking off the kelp on her bra strap not her bra silly." Flounder tells Sebastian.**

**"Oh thank goodness." Sebastian sigh out in relief.**

**Spidey finally takes off the kelp and shows it to Ariel.**

**Ariel looks at it and giggles.**

**Spidey smiles and puts it up to his lips and he pretends it's his mustache. Spidey and Ariel had their share of laughs and then swim away from each other curious of their surrounds on the sea grass. They look to see of there is any more stuff they could find they could play with.**

**..Can you feel the love tonight start by the Lion King..**

**Sebastian: Phss I'll tell you Flounder this is horrible.**

**Flounder: How?**

**Sebastian: Him, Her...Alooone. (Puts emphases on the word 'alone'.)**

**Flounder: What's wrong with that? (Flounder confused)**

**I can see what's happening**

**(Sebastian pouts and cross his claws)**

**Flounder: What? (confused)**

**And they don't have a clue**

**(Sebastian gestures at Spidey and Ariel)**

**Flounder: Who? (confused)**

**They'll fall in love and here's the bottom line**

**Our trio's down to two.**

**(Sebastian shows his two claws)**

**Flounder: Oh. (frowns)**

**Ze sweet caress of twilight**

**(Sebastian sings in a sarcastic mock-French accent)**

**There's magic everywhere**

**(Sebastian sings back to normal, but still sarcastic)**

**And with all this romantic atomsphere**

**Disaster's in the air**

**(Sebastian frowns and pouts as he watches Spidey and Ariel.)**

**[Chorus:]**

**Can you feel the love tonight?**

**The peace the evening brings**

**The world, for once, in perfect harmony**

**With all its living things**

**[Spidey: Singing through his mouth!]**

**So many things to tell her**

**(Spidey looks at Ariel passionately Ariel looks back)**

**But how to make her see**

**The truth about my past? Impossible!**

**(Spidey looks away and frowns)**

**She'd turn away from me**

**[Ariel: Singing through her mouth!]**

**He's holding back, he's hiding**

**(Ariel curiously looks at Spidey facing away from her)**

**But I just don't know why**

**(Ariel frowns and looks down)**

**Why won't he be the Spidey I know he is**

**(Ariel looks at Spidey and frowns)**

**The Spidey I see inside?**

**(Ariel looks away)**

**[Chorus:]**

**Can you feel the love tonight?**

**(Ariel and Spidey turn to look at each other)**

**The peace the evening brings**

**(Ariel and Spidey swims closer to each other)**

**The world, for once, in perfect harmony**

**(Ariel and Spidey smile at each other and Ariel pokes Spidey)**

**With all it living things**

**(Spidey chuckles and hugs Ariel with passion)**

**Can you feel the love tonight?**

**(Ariel is taken by surprise)**

**You needn't look too far**

**(Ariel hugs back with much force)**

**Stealing through the night's uncertainties**

**(Ariel falls onto Spidey laying on him Spidey and Ariel look into each other's eyes)**

**Love is where they are**

**(Ariel kisses Spidey's cheek. Spidey eyes widen and he blushes. Ariel giggles)**

**[Sebastian:]**

**And if she falls in love tonight**

**(Sebastian sings with passion and Flounder sniffs)**

**It can be assumed**

**[Flounder:]**

**Her carefree days with us are history**

**[Sebastian and Flounder:]**

**In short, our gal is doomed!**

**..Can you feel the love tonight end..**

**All of a sudden Sebastian and Flounder feel a slender semi slimy fin come across their mouths. It was the two eels that belong to the sea witch.**

**Their screams are muffled as they try to cry out for help. The eels then tie up Flounder and Sebastian in the kelp and they covered up their mouths with the kelp as well.**

**Spidey and Ariel don't hear Flounder or Sebastian.**

**Ariel laid on top of Spidey.**

**Spidey and Ariel looked into each other's eyes with great passion.**

**"Ariel...There's...something I have to tell you." Spidey says as he regrets something.**

**Ariel frowns at Spidey's sad face. "Yes Spidey?" Ariel asks.**

**"I...I'm.." Spidey tries to tell Ariel but his words get stuck in his throat.**

**"I'm a BIG, FAT, LIAR!" The sea witch's voice was heard.**

**Ariel and Spidey gasps as the voice catches them off guard and Ariel gets off of Spidey and Spidey sits up.**

**"Who said that?" Ariel asks as the voice startled her.**

**Spidey eyes narrow as he looks around for the voice and his spider sense kicked in to source of the voice coming from.**

**"Show your self!" Spidey commands to the dircetion of the voice's sound coming from.**

**"If you insist." The sea witch says with a evil tone and the sea witch shows herself. She was now in the seagrass meadow with Spidey and Ariel.**

**Ariel and Spidey gasps.**

**"It's the sea witch!" Ariel cries out.**

**Spidey gasps as his eyes widen. He knew exactly who she was. She was the one that transformed him into a merman.**

**"Happy Birthday Spidey. Now your a grown man." The sea witch says as she puts emphasis on the word 'man'.**

**Ariel eyes turn confused. "Man?..." Ariel says with a hint of despair in her voice.**

**Before Spidey could protest Ursula continues to speak.**

**"You mean he didn't tell you?" Ursula asks sarcastically.**

**"You see...you were lied to." Ursula continues with a sinister grin.**

**"What?" Ariel softly asks.**

**"You see. Spidey has worked for me." Ursula continues as she uses her wand to zap Spidey so that Spidey moved towards closer to Ursula.**

**"What? I never worked for you freakin' oversized witch!" Spidey says angrily.**

**"Ariel! Don't listen to her. She's freakin' lying!" Spidey urges Ariel to believe him.**

**"I'm not a liar. You are! All this time you could have told her you were human all along. But then you decided not to tell her. You decided to deceive her poor heart in order to keep it from your friends and your brothers." Ursula explains to Spidey.**

**Spidey's eyes widen. "How you know about my friends and my bros? What have you done with them?" Spidey shouts angrily as he tries to attack Ursula.**

**But Ursula zaps Spidey's fist and pushes Spidey into the kelp tangling his limbs so that Spidey was not going anywhere and his mma jacket deform from his black tail fin and got into position.**

**"I have done nothing to them...yet." Ursula says with a evil tone.**

**"Get me out of this NOW!" Spidey shouts angrily.**

**"Why...why did you lie to me?" Ariel softly asks as tears develop in her eyes.**

**"Ariel I didn't lie to you! I mean...!" Spidey urges towards Ariel.**

**Ursula then zaps Ariel so that Ariel zooms towards the kelp tangling her within the kelp as well.**

**"Just so you do spoil my plans." Ursula chuckles evilly.**

**"Let me go! I will tell my daddy!" Ariel yells out as tears run down her face.**

**"Tell him?" Ursula says.**

**"How are you going to tell him when you stuck and about to drown?" Ursula laughs with evil delight.**

**"I'm not about to drown! I'm a mermaid!" Ariel shouts at the sea witch.**

**"Not..for loong!" Ursula say with a sinister tone.**

**"After Spidey transforms you's transform a minute later! Hahaha!" Ursula laughs evilly and swims away with her eels.**

**The eels zap Spidey in the chest multiple times causing Spidey cringe in pain.**

**"Stop your hurting him!" Ariel cries out.**

**The eels snicker evilly and swim away.**

**The zapping causes the golden chain around his neck to fall along with the omnitrix badge and the badge lands and activites revealing Spidey's past in holograms.**

**And inside was a hologram of Spidey having fun with his friends and brothers. He was a hero for life. Spidey looked happy in all of the pictures of the hologram. And he was human. Ariel watches the holograms of Spidey.**

**"So...he is a human. My...my nightmare has come true." Ariel sadly says as her tears flow out of her eyes.**

**"Ariel! I'm sorry!" Spidey apologies to Ariel. Spidey was 10 feet away from Ariel tangled in the kelp.**

**"I'm sorry I didn't tell you sooner." Spidey sadly says as he frowns and looks down.**

**Ariel looks over at Spidey.**

**"Ariel I lov..." Spidey says but then all of a sudden cringes in pain. He grits his teeth as his eyes tightly shut close.**

**Bubbles start escaping his mouth and nose as he is now unable to breathe under water.**

**"Oh no! Spidey!" Ariel cries out.**

**Spidey all of a sudden feels the water in his lungs. Spidey now desperately needed air.**

**More bubbles escape from his mouth and nose as Spidey desperately tries to free himself.**

**Ariel helplessly watches Spidey start to drown.**

**The ocean waters were cool and soothing. But deep in the depths disaster was brewing.**

**Sebastian and Flounder are tied up together in kelp. They desperately try to free themselves to help Spidey and Ariel.**

**Spidey's merman time was up and the spell was lifted. But he was transforming back into human..under water.**

**Spidey released bubbles out of his nose and mouth as he struggled to untie himself. He was running low on air.**

**Spidey cringed closing his eyes tightly shut and he grits his mouth as if he was in pain as his lower black fish body then starts to lose it's color. It started matching with Spidey's skin tone. His legs were visible and his blue tail fins turn into feet with 5 toes in each foot. Spidey was now completely human once again. The kelp and the mma jacket around his waist and covered his manhood.**

**Ariel watches in horror as she is helpless to help Spidey.**

**Sebastian and Flounder watch in shock as they watch Spidey transforms into a human.**

**Spidey continues to struggle himself free but it was no use. Spidey starts to lose consciousness.**

**His vigorous struggling starts to come to a halt. His body falls limp in the tangled kelp.**

**'Ariel...I'm sorry.' Spidey says in his mind as his eyes close and Spidey sees blackness and as his last small bubble of air escapes from his lungs and floats to the surface.**

**"Oh no! SPIDEY!" Ariel calls out.**

**Ariel says but then all of a sudden cringes in pain. She grits her teeth as her eyes tightly shut close.**

**Bubbles start escaping her mouth and nose as she is now unable to breathe under water.**

**Ariel now desperately needed air.**

**More bubbles escape from her mouth and nose as Ariel desperately tries to free herself.**

**Ariel's lower fish body begins to disappear as it starts to lose it's color and match Ariel's skin tone. Her legs emerge and her tail fins become feet. The kelp wraps around her waist covering her womanhood.**

**Sebastian finds a way to free himself. He frees his claws as he cuts away the kelp that held them. Flounder and Sebastian were now free.**

**"Oh no! Ariel and Spidey are in trouble!" Flounder cries out as he quickly swims to Ariel.**

**Sebastian gasps as he quickly swims to Ariel who desperately needed to have air in her lungs rather than water. Sebastian looks at Ariel's desperate face to free her self.**

**"Don't worry Ariel!" Sebastian says and he cuts away the kelp that held Ariel.**

**Ariel was now free and she desperately tries to swim to the surface knowing there is air up there. But she doesn't know how to swim as a human. She kicks and moves her arms frantically but she doesn't get anywhere.**

**Flounder spots the omnitrix badge on the sea grass and grabs it using his mouth. He quickly swims up to Ariel.**

**"Ariel! Grab on to me!" Flounder tells Ariel as his voice is muffled by the omnitrix badge in his mouth.**

**Sebastian quickly swims to Spidey and cuts away the kelp that held him. But Spidey's body was lifeless. Spidey starts to sink as the kelp was no longer holding him.**

**But Flounder swims by Spidey so Ariel could grab Spidey.**

**Ariel grabs Spidey's arm and holds him close to her body. Ariel looks at the surface as it gets closer and closer.**

**Flounder struggles as he tries to tug along not one body but two bodies.**

**Sebastian quickly follows Flounder to the surface.**

**Flounder makes it to the surface of the water and so does Ariel and Spidey.**

**Ariel takes a huge breath in of the salty sea air. Ariel gasps for air as she is tugged to shore by Flounder holding Spidey in her arms.**

**They finally make it to shore. Ariel doesn't know how to walk so she drags her self on to shore using her arms and lays Spidey on his back.**

**"Oh no. Spidey! Spidey! wake up please!" Ariel cries out. Her voice over came the noise of the gentle waves crashing beneath her. The waves eventually climbed up on shore and crash against Ariel's back and Spidey's body. Ariel cringed surprised by the sudden water crashing on her back.**

**Ariel then drags Spidey's body a bit more up on the shore so the waves wouldn't come crashing down on them.**

**"Spidey please wake up!" Ariel cries out and starts to hit his chest hoping it would wake him up.**

**Sebastian climbs on to the shore and stands along side Ariel.**

**"Ariel.. he's gone." Sebastian says sadly.**

**"No! I won't give up! He's not gone!" Ariel cries out determined to wake Spidey up.**

**5 seconds later Spidey starts to cough out water. Ariel smiles relieved to find out Spidey is alive.**

**Sebastian smiles as he is glad to find out Spidey is alive. Flounder was still in the ocean close to the shore. He watches from a distance with a smile perched on his face.**

**Spidey coughs out much water and then starts to slowly opens his eyes.**

**He sees Ariel smiling against the night sky. The stars twinkled behind her with the out most beauty.**

**"A...Ar...Ariel?" Spidey says faintly.**

**"Yes Spidey! It's me Ariel." Ariel says happily as she places her hand on the side of Spidey's face.**

**Spidey smiles and sits up. "Ariel..I...I thought I was a goner" Spidey says with a relived smile.**

**"Remember that promise we made. I swore that I would protect you at all costs." Ariel says with a gentle smile.**

**Spidey gently smiles back.**

**Ariel sits by Spidey. She smiles. "Guess what." Ariel tells Spidey.**

**"What?" Spidey asks.**

**"You two are humans now!" Sebastian says with a desperate tone.**

**Spidey's eyes widen as he looks at his legs in front of him. He lifts his right leg and wiggles his toes. He then looks at Ariel's legs. They were slender. Spidey smiles with delight.**

**"Ariel...your human." Spidey says with a excited tone.**

**Ariel giggles as she smiles and nods bashfully.**

**"Oh now the sea king won't be happy with this!" Sebastian cries out and the paces the sand.**

**"His daughter! A human!" Sebastian say as he gestures to Ariel.**

**Ariel frowns and grabs Sebastian.**

**"Please don't tell daddy!" Ariel pleads with Sebastian and she does puppy eyes.**

**Sebastian tries to resist Ariel's puppy eyes and he groans.**

**"Fine! What ever." Sebastian groans and rolls his eyes looking away.**

**Ariel smiles. "Oh thank you Sebastian!" Ariel says with glee and sets Sebastian down on the sand.**

**Spidey smiles at Ariel and then stands up. He struggles at first. It's been a while since Spidey stood on his feet. He finally stands up straight and he feels the sand between his toes and sighs happliy. Ariel looks up at Spidey. She watches Spidey stand up.**

**Spidey looks down at Ariel with a smile.**

**Ariel smiles back and then tries to stand up herself. Her legs are a little wobby. Spidey watches and chuckles. It was as if watching a baby try to stand on it's own with no support for the first time. But then his eyes widen as he then notices Ariel is not wearing any underwear. The only thing that was covering her woman hood was a poorly wrapped kelp around her waist. Her chest was being covered up by the purple seashell bra.**

**'Oh my goodness, she's naked!' Spidey says in his mind as his hearts beats faster and his breathing gets faster.**

**Ariel then tries to walk but then trips over.**

**"Whoa there!" Spidey says as he quickly reacts and catches Ariel before she could hurt herself.**

**Ariel looks at Spidey in the eyes giggles.**

**Spidey blushes as he carries the wet and naked Ariel in his arms.**

**"Sorry I'm so clumsy now." Ariel says with a giggle.**

**Spidey carries Ariel as if he was cradling a baby. His face flushes red as he feels Ariel's wet naked body in his arms.**

**Spidey couldn't say a word as he doesn't know what to do.**

**"Um..let's go and get some clothes..." Spidey says with difficulty as he tries to pay no mind to Ariel in the nude. Spidey quickly walks away from the waves carrying Ariel and he starts to head towards the stairs leading up to the house on the hill at the end of the cliff which was 30 ft. up.**

**Flounder was still in the sea. "Here! Take this!" Flounder yells out as he then spits out the omnitrix badge out of his mouth and the badge object lands on the shore just 2 feet away from Sebastian.**

**"I think it's important that you give it to Spidey." Flounder yells out over the noise of the crashing waves.**

**Sebastian didn't notice Spidey leaving with Ariel. "Ok! I will give it to Spidey! And Flounder what ever you do don't tell the sea king if he asks you about Ariel or Spidey!" Sebastian yells over the noise of the waves crashing.**

**Flounder nods. "Ok then see you later!" Flounder says and sinks into the ocean.**

**Sebastian then grabs the omnitrix badge and place it on his shell back he then notices Spidey walking away with Ariel in his arms. Sebastian quickly runs after Spidey with his 6 little legs.**

**"Spidey wait!" Sebastian calls out to Spidey.**

**Spidey and Ariel don't hear Sebastian over the crashing waves and Spidey continues walking with Ariel in his arms.**

**"What are clothes?" Ariel asks with curiosity.**

**Spidey was still blushing and his heart was beating fast as if he just sprinted a mile.**

**Spidey makes it to the house and opens the front door with his hand walk on in and he closes the door behind him with his leg.**

**"Umm clothes are what people wear to cover themselves." Spidey says as his voice cracks in between the word 'cover'.**

**Spidey rests Ariel on the sofa which was made out of leather.**

**Ariel feels the new texture of the leather with her hands.**

**"So where can I get clothes?" Ariel says as she begins to stand up again. She was very eager to try out her new legs.**

**Spidey watches Ariel. "Oh jeez..." Spidey says as his eyes widen. The kelp was dangerously about to fall off of Ariel's waist. If Ariel moved another inch the kelp would fall right off her exposing her woman hood.**

**"Umm.. Ariel it's best you sit...I'll teach you to walk once you get some panties on..." Spidey says as he regretted saying panties. Spidey slaps his mouth shut with his hand.**

**"Panties?..What's that?" Ariel asks with a curious face.**

**Spidey eyes widen as he covers his blushing face slapping his face with his hand.**

**"Spidey?" Ariel asks cofused. She was still standing in one spot.**

**Spidey doesn't say a word. He didn't want to say something he would regret saying so he runs to his bedroom down through the hallway and enter's his room he quickly and looks for his DX army baseball cap, black tank top, blue jeans, one pair of red wings biker gloves, underwear and black and white Puma tennis shoes. He takes off the uncomfortable kelp off of him along with his mma jacket. Spidey was now completely naked as he continues his search for his clothes.**

**Ariel watches Spidey leave and looks confused and she attempts to follow him into the room he walked in which was his bedroom. She wobbles as she walks but she most of her support from the walls of the hallway. She doesn't notice her kelp around her waist fall off and she enters Spidey's bedroom.**

**Spidey turns to looks and he feels his heart beat so fast that it was as if his heart was going to pop out of his chest. Spidey's eyes widen and his face blushes red. Spidey then quickly remembered he's naked himself and he quickly grabs the sheets of his bed to cover himself.**

**He covers his eyes with the sheets.**

**"Ariel...!" Spidey cries out as he tries to erase the image of what he saw of the naked Ariel.**

**"Umm... I was wondering why you were acting so odd. I have so many questions to ask you. Like where I can find clothes, what are panties and a new question... what is that in between your legs?" Ariel says curiously.**

**Spidey eyes widen as he hides his face under the sheets. "You saw?" Spidey asks out loud as he talks to Ariel from underneath the sheets blushing bright red.**

**Ariel smiles innocently. She didn't know it was a bad thing to look. "Yeah!" Ariel says happliy.**

**"So are you answer my questions?" Ariel asks with a impatient tone.**

**"Wait in the other room! Then I will answer all of your questions." Spidey says as he forced the words out of his shocked body.**

**"Ok!" Ariel says with a smile and turns away and walk into the living room with support of the walls of the hallway.**

**Spidey peeks from under the sheets to see if she was gone and sighs relived. He then drops the sheets and finds his underwear, socks, black tank top with a amazing Spiderman symbol on it blood red style, his gloves, his pants, his shoes, and his cap on his head backwards he retied his jacket around his waist.**

**He enters the living room full with clothes on and sees the naked Ariel standing in the kitchen/living room. Ariel was curiously looking at the fire place which was filled with ashes.**

**Spidey blushes once again and looks away.**

**"Umm my friends and my brothers has clean clothes you can wear." Spidey tells Ariel looking away and not making eye contact.**

**"Ooo! Where?" Ariel asks with a smile.**

**"Wait here!" Spidey tells Ariel and Spidey quickly runs up the stairs and to Gwen's room sneaks in there like a ninja and grabs a white blouse with a black front that goes to the waist and a light blue skinny pants that goes to the ankle, black flats and a white bra, white panties. The panties and bra were new and were never worn. Spidey comes back to the kitchen with the clothes. Ariel was sitting in the kitchen floor looking at the tongs. She was confused on what it was and she fumbles with the tongs.**

**"Here you go Ariel." Spidey says as he looks away and tosses the clothes at Ariel.**

**Ariel turns her head and looks and then the clothes fall on her face.**

**Spidey doesn't notice and quickly walks away so that Ariel could get dressed.**

**He all of a sudden hears a faint knocking on the front door. Spidey curiously looks at the front door. He didn't know who it could be.**

**Spidey quickly heads for the front door and opens it. He looks around but nobody seems to be there.**

**"Hmm?" Spidey says as he looks around for a human being.**

**"Down here boy." Sebastian says with a annoyed tone.**

**Spidey looks down and sees Sebastian holding the omnitrix badge on his shell back.**

**"Oh it's you. Umm.. come in." Spidey says unsure what to say. He steps aside his shoes seemed like buildings compared to Sebastian as Sebastian walked past them and into the house.**

**Spidey then closes the front door and sighs.**

**"Where is Ariel?" Sebastian asks Spidey.**

**"Spidey! I put on clothes for the first time!" Ariel calls out to Spidey with a happy tone.**

**Spidey and Sebastian hear Ariel from a distance.**

**"This way, follow me." Spidey says as he walks to the kitchen and looks at Ariel. His eyes widen and then looks away. He then looks back at Ariel. Ariel was sitting on the kitchen floor with silverware every where around her.**

**Ariel has the slippers, pants, and underwear part right, but her white bra was on outside of her white shirt and black front.**

**"I did it!" Ariel says happily.**

**Sebastian gasps and puts down the omnitrix badge beside Spidey's shoes. Sebastian rushes over to Ariel.**

**"Ariel!" Sebastian calls out as he frantically runs to her.**

**"Hi Sebastian!" Ariel says with a smile.**

**Spidey bends downs to pick up the omnitrix badge and then walks away from the kitchen hoping Sebastian can help Ariel out. He steps into the living room and plops down on the sofa of leather. Spidey sighs as he looks at the omnitrix badge in his hand.**

**2 minutes later Ariel slowly walks out of the kitchen holding on to the wall for support. She was now dressed correctly. She had the white shirt on with the black front on it and the light blue skinny pants that stopped just above her ankles and that hugs her legs. Her red long hair was now dry.**

**Spidey looks at Ariel and smiles. "That's better." Spidey says still sitting on the sofa.**

**But around the sofa there were not structures for Ariel to hold on to. So Ariel makes a brave decision and walks to Spidey without support. Her feet inverted towards each other as she walked.**

**She was very wobbly and ultimately falls over and lands on top of Spidey.**

**Spidey and Ariel look into each other eyes. Spidey smiles. Ariel smiles back.**

**Sebastian finally make it out of kitchen and sees Spidey and Ariel.**

**Sebastian pouts. "Ok you two lovers knock it out!" Sebastian says and walks towards Ariel and Spidey.**

**Spidey smiles. Ariel giggles and gets off of Spidey and sits next to him.**

**Spidey returns his attention to omnitrix badge in his hand. He fumbles with it as he tries to turn it on.**

**Ariel gently frowns. "I saw was in that." Ariel says calmly.**

**Just when Ariel finishes her sentence Spidey gets the omnitrix badge to activites and displays it holograms of Spidey and his bros and friends. The holograms played mini motion videos of Spidey plays with them. Him as a hero for life, leader of this team. Spidey looked happy in all of the pictures of the holograms.**

**Spidey sighs. "This is me and my bros Altair, Ryder my friends Ben, Gewn, Kevin, Static aka Virgil, Gear aka Richie, Rex, Bo & Luke duke, and the two Bumblebees."**

**"I figured that." Ariel says as she gently frowns.**

**"I...I never lied to you. The sea witch was lying to you. I...I wanted to tell you as soon as I found out. But I was afraid you'd would hate me." Spidey sadly admits. Spidey then looks at Ariel.**

**"So you really did forget you were human?" Ariel asks.**

**"Yes! I did. Until I had the night before the carnival. That's when I found out about everything and wanted to tell you...but then again..I was too afraid to tell you." Spidey says with a frown.**

**Sebastian climbs on to Ariel's lap.**

**"And you weren't working with the sea witch?" Sebastian asks Spidey.**

**"No! Never!" Spidey urges.**

**Sebastian smiles. "I believe you then."**

**"You do?" Spidey asks surprised.**

**"Yes I do. I can tell who's lying and who's not! And you boy... are NOT lying." Sebastian says with a smile. He then climbs up onto Spidey and stands on his head on his cap.**

**"Your a good kid Spidey." Sebastian says with a smile.**

**Spidey looks up at Sebastian on Spidey's head with his eyes and smiles back. "Thanks Sebastian."**

**Ariel giggles.**

**Spidey deactivites the omnitrix badge turning off the holograms of Spidey and his gang.**

**"Well one thing's for sure. This isn't a snarfblaster." Spidey says with a chuckle.**

**"It's not? Then what is it?" Ariel asks with a curious tone.**

**"It's my friend Gwen's plumber badge" Spidey says as he smiles looking at the badge.**

**"Your friends... wow.. what they's like?" Ariel asks with a smile.**

**"Well why don't you meet them yourself?" Spidey says with a smile.**

**Sebastian was confused about the whole snarfblaster thing.**

**"Really?" Ariel says with a bright smile.**

**Spidey smiles. "Yea. But first you gotta learn how to walk." Spidey says as he puts the plumbers badge in his pocket and quickly picks up Ariel.**

**Ariel was taking by surprise by Spidey's forward actions and Ariel laughs as she is held by Spidey.**

**Ariel puts her arms around Spidey's neck. And Spidey walks away and opens the front door with his hand and out of the house and kicks the front door with his leg with cradling Ariel in his arms made it outside. Spidey smiles at Ariel. Ariel smiles back. Sebastian was still on Spidey's head.**

**Spidey and Ariel make it on to the stairs and on the sandy beach. Spidey and Ariel shoes entering the yellow loose and warm sand.**

**Spidey sets Ariel down and puts Sebastian on a boulder that was beside him.**

**Ariel was now standing on her own two feet. She looked down at her feet and smiled. Spidey was holding onto Ariel.**

**"Ok Ariel it's one foot after the other." Spidey instructs Ariel as he begins walking slowly. Talking each step like a turtle. Ariel was still holding onto Spidey's shoulder with her two hands as she walked beside him.**

**Ariel smiles as she walks. "Yay!" Ariel exclaims happily.**

**Spidey smiles. "Your doing great!"**

**"Ok now you have to let go of me and see if you can do it on your own...okay?" Spidey says as he slowly walks away from Ariel so that Ariel had nothing to hold on to.**

**Ariel frowns as Spidey walks away. But then she closes her eyes and takes a deep breath of the saltly humid air and then opens her eyes determined.**

**"Ok I can do this!" Ariel claims and starts to walk on her own.**

**She wobbles a bit but not as much as before when she first took her steps.**

**Ariel then almost falls over but then catches her self before she could.**

**Spidey and Sebastian gasp.**

**"I'm..ok" Ariel says with narrowed eyes. She was determined to not fall over.**

**Ariel then straightens her self up and starts to walk normal. Spidey smiles. "Ariel! You did it! Your walking correctly!" Spidey exclaims with a bright smile and he runs to Ariel and then lifts Ariel by the waist into the air and spins once with her in the air he gently puts her back down.**

**Ariel and Spidey smile at each other. "Thank you Spidey! For teaching me how to walk!" Ariel says with a excited tone.**

**"Now will you teach me how to run?" Ariel asks happily.**

**"Well let's get used to walking first. Then you can start learning how to run." Spidey says with a grin.**

**Ariel sighs. "Aw ok fine..." Ariel says a bit disappointed but then smiles at Spidey.**

**Spidey then holds Ariel's hand and walks towards the stairs grabbing Sebastian to put on his shoulder.**

**Ariel walks along Spidey holding his hand.**

**"So then you can answer my questions!" Ariel says excitedly.**

**Spidey chuckles. "Yea fire away ask me everything" Spidey says with a grin as he looks at Ariel then looks in front of him.**

**"What was that thing between your legs?" Ariel asks happily.**

**Spidey's eyes widen.**

**"Spidey?" Ariel asks a bit confused.**

**Sebastian groans at Ariel's questions and falls asleep on Spidey's shoulder. It was still dark out but dawn was soon approaching.**

**Spidey sighs and looks at Ariel raising one eye brow Spidey grins. "Let's just say...it's the thing that makes me a boy..." Spidey says.**

**Ariel smiles. "OOOOOO... So that's why I don't have one." Ariel says and then let's go of Spidey's gloved hand and pulls away the waist of the pants away from her body so that she looked down at her womanhood.**

**Spidey blushes and grabs her hand so she stopped doing that.**

**"Umm.. yeah...don't do that." Spidey orders as he looks away blushing red.**

**Ariel looks at Spidey and smiles being obedient. "Ok Spidey!" Ariel says with a smile.**

**Spidey and Ariel continue to walk on the dark beach towards the stairs holding hands.**

**..At the Motorcity v2 train station...**

**In the this city's train station everyone was working, walking to their platforms for express railway but there was one train come in from the other city New york city and this train was a look-a-like of the Solar Streak express but 2v of a passenger train and the size the same of it.**

**The Solar Streak was carrying three figures two were male and one was female, the first was wear some tennis shoes, dark blue pants, black shirt while wearing a gray jacket on him he has brown eyes and rustey up brown hair he was listen some music on his ipod he was the 16 old years old Peter Parker from the Amazing Spiderman movie he has the Amazing Spiderman costume under his clothes and a backpack on his back double sash. 2. he was wearing some sneakers white types, light blue jeans, a lightest red t shirt and a gary blue jacket both selvees roll up and a watch on his left wirst, lights brown eyes, light brown hair and was 19 years old he was the 2nd Peter Parker from the Spiderman: The Animated series he has traditonal Spiderman outfit under his clothes. 3. she was a red headed, sky blue eyes, red lips, wearing a dark blue jacket, light purple turtle neck shirt, a three button style yellow shirt while above the light purple turtle neck shirt, skinny light purple blue jeans, brown cowgirl heel style boots, she was none other then Mary Jane Waston Parker from the Spiderman: The Animated series and married to Peter Parker.**

**The Solar Streak express stops at the station and the three got off of it and walking down to the stairs and got outside and there was someone waiting for them it was a girl she has blond hair, blue sea eyes, wearing jungle boots green army, a dragon jumpsuit pants with black stripes on sides, a black t shirt and a sidearm was the type 17 pistol on her waist she was Eva from the Metal Gear Soild 3 snake eater game and she was Ryder's sister and she has a ride was a yellow Chervlot Camro SS two black racing stripes on the top has a autobot smybol on the steering wheel it was Bumblebee from the Transformers movie.**

**They were here to help the Roadburners v2 in the searching of Spidey.**

**"Well hi ya'll over here!" Eva says and waves out to Peter, MJ, and Peter Parker and they saw Eva waving out to them they walks towards the yellow car where Eva was.**

**"Oh hi Eva!" MJ says excited to Eva and they handshake to each other.**

**"Hey Mary Jane say MJ anything happening back in New york city?" Eva says to MJ while taking their stuff in the back of Bumblebee.**

**"Oh nothing Eves nothing at all." MJ says in a little happy tone to her friend Eva.**

**MJ and Eva were best friends for life just like the other two Kara kent and Barbara gorden and the thing that MJ call Eves because Eva had a nickname like that and the four eventaully arrvie at the house on the hill and Bumblebee stop behind a wall at beside of the house and they got out of the car but the other ones show up during the night before drawn hit and each one was different one has a were two best friends the first one was wearing a blue and silver white Puma shoes, black jogging pants with white stripes on the sides, a DX army t shirt and a brown cowboy hat he was Frankie and the second male had on blue boots with flames on the feet, two black knee pads, red shorts with two white red stripes on the sides, a black bulletproof vest like with a DX smybol on it and a cross necklace, two black elbows pads, two black sweat bands, two black ufc gloves fingerless and little light sky blue eyes, black mohawk, facial hair on his chin sideburns and upper lip color is light yellow brown he was the created a superstar character on wwe 12 his name was Chuck Liddell. 7. two of them one was male wearing two black shoes, brown pants, green shirt, small facial hair under his chin and light brown hair he was Shaggy from the Scooby Doo series and his pal was a great dane brown hair with black spots on his back and wears a collor reads sd on it he was Scooby Doo the series named after him. 8. was a blue hedgehog with green eyes he wears two white gloves on his hands, running shoes red and white with a gold buckle on it two of them he was the fastest thing alive Sonic the Hegdehog from Sonic X series. 9. two humanoid kats one was a dusty yellow with brown stripes on it arms, wearing a g flight suit you know the blue suit with a black and red parachute look and white shirt under it, a black mask and blue and red helmet, black gloves, he was the Turbokat pilot T-bone or Chance furlong for short, 2. he was rusty red fur kat and he wears the same outfit that T-bone was wearing his name is Razor or Jake Clawson weapons expert of the Turbokat.**

**..Back in the house...**

**While everyone was asleep a strange black smoke into the come the house it start to kidnapping half of the team and after the black smoke take everyone but the only ones were unharm were Altair, Ryder, Ben, Gwen, Kevin, Static, Gear, Rex, Bo & Luke duke, and Po they were sleeping but that black smoke had two yellow eyes in them they were Ursula's eels change into the black smoke and disappear to the Solar mts location about 10,000 miles from Motorcity v2.**

**..Back outside...**

**Spidey and Ariel continues walking on the beach. They made it to the stairs Spidey starts to walk up the stairs and Ariel quickly follows him.**

**She frowns as the steps messes up her walking.**

**"What's going on? The ground is getting higher." Ariel says with a frown.**

**Ariel stumbles as she walks.**

**Spidey looks beside Ariel and frowns.**

**"Well you see on land gravity has a bigger role on you. Just lean forward a bit to balance yourself." Spidey instructs Ariel.**

**Ariel does as instructed and she smiles as her walking turns back to normal.**

**"It's worked!" Ariel says with a smile.**

**Spidey chuckles and walks forward following the cement path.**

**2 minutes later Spidey and Ariel make it to the peak of the stairs and to the cliff. They see the ocean in front of them as Spidey and Ariel stood on the edge of the cliff as the salty air played with their clothes and hair. The lighthing bugs flew around the couple. The massive ocean expanded into the horizon before disappearing from view at the horizon. The sunrise was at the horizon as well giving the scene an orange glow.**

**"So this is how the ocean looks like... all these years... I was in it." Ariel says in awe.**

**Spidey looks over at Ariel and grins. "That's right Ariel." Spidey softly tells Ariel as he looked down at her.**

**The lighthing bugs flew around couple as if they wanted Spidey and Ariel to kiss but all of a sudden a beeping sound was heard in front the couple.**

**It was the beeping from Spidey's Ultimatrix.**

**"Spidey what is that thing on your left wrist?" Ariel asks with a curious tone.**

**Spidey looks at his left watch on his left wirst "Ariel this device on my left wirst is called the Ultimatrix." Spidey says and shows Ariel the watch like gauntlet that stretched from his wrist to his lower forearm some of it under the glove. It was green in color with neon tubes on each side of the device. On the top was a dial with a green hour glass symbol with a black background.**

**Spidey tells Ariel about the this device was and what does it do. He tells it a similar one on Ben and Spidey mess around with his and got rid of sdm (Self-destruct mode) and place in the master control and mess with the dna catch mode and put in the Omnitrix the new type dna is the Mermaid dna it allows you to change from alien to human to mermaid the symbol to try this ability is marked to look for a tail. And a new form in the Ultimatrix is this new alien called Fastattack like Fasttrack and he extremely fast due to his speed: 4,969 mph and his form of it is the legs and tail of XRL8, upper body is Fasttrack, on the hands two gaunlet claws holder three claws can on out Worlvine style, head is the dirt bike helmet with a visior on it and able to run over all kinds of tough terrian like ice able to slow down his speed if he wants to.**

**Spidey looks at it "hmm it seems tells me that my half of my new friends and old friends were kidnapped by a black smoke and there is some other people located around the other side of the house's wall." Spidey says as he points to the side of the wall at the house.**

**The others hears this and found a door to the side of the house they open it and get everyone in expect for Bumblebee who drives into the shadows under some trees and stays there for now.**

**Spidey senses them there no more and Spidey looks at Ariel "hey Ariel ready meet my gang?" Spidey says with a smile.**

**Ariel smiles with delight at Spidey "yes Spidey I do!" Ariel says in excited tone.**

**"All right then way we go!" Spidey says in a funny voice and walks to the house with Ariel and he got there he opens the front door Spidey walks in Ariel follows Spidey in and he closes the door.**

**Spidey looks around and he calls out his gang "hey ya'll come on out!" Spidey yells out to his bros and his friends.**

**..Upstairs bedrooms...**

**While everyone was asleep but they hear a familier voice downstairs Altair wakes up to a voice he familier with "whoa ain't that Spidey I hear?" Altair says in a little sleeply voice and he jumps out of bed, everyone gets the same message and they walking towards the stairs and Ryder looks around the side of the wall and sees his big bro and the main leader in person alive Spidey.**

**"Holy nuts it is Spidey!" Ryder says as the others ones looks too and they walk down the stairs and sees that Ryder wasn't lying they gasps at Spidey and Spidey breaks the quietness "hey ya'll miss me!" Spidey says to them and his mains bros walk up to him and they gave themselves a high five to each other. "Spidey where you have been man?" Ryder says to Spidey and Spidey says this to him "funny story Ryder but ya'll my little Ultimatrix tells me that my friend Bumblebees has been kidnapped by a strange black smoke?" Spidey says to his gang.**

**"Yeah Spidey that's right I had sense through my ninja like sense this black smoke while I was asleep" Altair says in a wisdom voice to Spidey.**

**"Yea Altair you got that right!" Spidey says to Altair.**

**"Oh ya'll gather around I think there is someone would like to meet you ya'll" Spidey says to his gang and the gang walks to the bottom floor and Ben breaks the silence "who it is Spidey?" Ben says in a curious tone.**

**Spidey smiles and moves to the left reveals to the gang the blood red headed girl with blue eyes shorter then Spidey wears a white blouse with a black front that goes to the waist and a light blue skinny pants that goes to the ankle and hugs her legs, black slippers with a smile on her face.**

**The gang then looks at Ariel.**

**"By the way Spidey who is this young girl with you?" Virgil asks Spidey.**

**Spidey grins as he looks at Ariel. "Dudes I you like you to meet this is Ariel ya'll." Spidey introduces Ariel to his gang Spidey as he looks at Ariel with a smile.**

**Gwen smiles and walks to Ariel as she held out her hand for a handshake.**

**"Pleasure to meet you Ariel." Gwen tells Ariel.**

**Ariel giggles and shakes her hand and nods her head. "Nice to meet you..uh..." Ariel says with a smile but then frowns as she forgets Gwen's name.**

**"My name is Gwen Tennyson and right there is my cousin Ben." Gewn tells Ariel as she points to her cousin.**

**Ben walks up to Ariel and shakes her hand and so does everyone else.**

**"All right Spidey so explain to us what happened to you during these three days?" Altair asks Spidey.**

**Spidey was about to tell his story when a loud sound came from underground and it caught them by surprise.**

**"WHAT WAS THAT!" Spidey yells out.**

**Ariel cringes at Spidey's yell.**

**Sebastian groans as he wakes up. He stretches.**

**"What's with all yelling boy?" Sebastian asks half asleep.**

**The gang notices and hears Sebastian on Spidey's left shoulder. They raise an eyebrow.**

**"Eh mate?... Why do you have a toy on your left shoulder?" Ryder asks Spidey.**

**Ariel eyes widen as Ryder notices Sebastian and Ariel quickly grabs Sebastian and cups Sebastian in her hands.**

**Ariel chuckles nervously. "I forgot I put that there..." Ariel says with a nervous smile.**

**Ryder looks at Ariel and chuckles as he looks away.**

**Sebastian struggles to free himself out of Ariel's hand. Ariel keeps her hand closed. She didn't want Ryder to find out that Sebastian was a talking crab.**

**"Ok Whatever rides your style mate." Ryder tells Ariel with a chuckle.**

**"Ok ya'll let's go that sound was came from the cave." Spidey says and leds his bros and friends and Ariel also to the a white door with a NASA smybol on it in the libaray.**

**Spidey opens the door and reveals some stairs cave walls that leds to the spidercave underground (look-a-like of the Batcave) he tells them to follow him down through the cave walls some stairs so when Spidey led them to the cave they stop at the entry point to see the cave was a huge cave, hangers, small science lab, and in the center very large and impressive computer.**

**Spidey saw some people down there and found that source that cause the sound was very large penny knock off and flat.**

**"Hmm it's seem my little friends that we got some friends down there" Spidey says and reach for his Spider morpher but Ariel looks at the watch before Spidey even laid a hand on it.**

**"Spidey what that's?" Ariel says in a curious tone and raises an eye brow.**

**Spidey looks at Ariel in a confused face "Ariel this watch is the Spider morpher which means it allows me to bring up my Spidey suit." Spidey says and shows Ariel the watch which it was a silver, it is somewhat rectangular in shape and has a circle in the middle with a red spider symbol on it and has two red rectangles on it and has a button on it's side.**

**Spidey presses the button and a hatch opens up and comes on out is little tiny nanabots the bots are released they start to cover to up the left hand and reveals a spider symbol it gives a short light burst, covers up his back with the same spider symbol and the web cape, moves to his legs and gave the same light and then finally covers up his face and the Spiderman unlimited suit is online and when Ariel looks at it she sees the upper part familer to her but the legs were the same look when Spidey had the tail look but it was revesed the red lines were now on the inside part not in the suit, outside/inside part, and she also saw the color was the black, red, and blue the mask has some red on the sides and the middle was black with two white eye pieces on it.**

**"Spidey this suit I mean...wow!" Ariel says in amazment about Spidey's suit.**

**"Thanks Ariel it's actually made out of nanobots which are tiny robots." Spidey says to Ariel and jumps to the wall Ariel saw in surprised what Spidey can do and he wall crawling to the top and activies his stealth mode and this mode doesn't over heat so Spidey can actully stick in this mode like from MGS4 the game stealth camo gear.**

**When he reaches the center top of the cave he deactivies the stealth mode and web yo-yo down to them he still remains in the darkness like a ninja.**

**At the down center of the platform Frankie was look around of the cave and Peter was talking to MJ when his spider sense goes off and sees up in the darkness.**

**Spidey comes out of the darkness of above and reveals himself "hello ya'll!" Spidey says to them while still upside down.**

**MJ hears a familer voice and turns her head to the left. "Spidey it is you!" MJ says in a excited voice.**

**Spidey looks at MJ "whoa MJ last time you and Peter were getting married is that correct?" Spidey says and jumps down from the web line.**

**"Yes Spidey it was and I even heard that you have gone missing on the radio back in nyc so me and Peter and this second Peter have come here and help them to search for you?" MJ says and gestures the two Peter Parkers.**

**Spidey looks at the two Peter Parkers and calls the other ones at the stairs and they come on down.**

**MJ sees them "is that them?" MJ says and looks at them.**

**"Yes but expcet for one?" Spidey says.**

**Ariel comes to Spidey and stands by his side "Spidey do you know you this girl?" Ariel says in a curious tone.**

**"Yes Ariel I know her since about 8 months ago." Spidey says in a gentle tone.**

**MJ looks at the red head known as Ariel and walks up to her "hello Ariel nice to meet you!" MJ says in a happy tone and brings out her hand.**

**Ariel looks at MJ and shakes her hand "it nice to meet you MJ or...?" Ariel says but doesn't know MJ's full name.**

**"It's Mary Jane Waston Parker" MJ says to Ariel in a happy tone.**

**Then Ryder comes on in into the sence "all right Spidey now would you care to tell that story to us why you had gone missing for these three days?" Ryder says to Spidey.**

**Spidey sighs "all right ya'll gather around because I got a story tell you." Spidey says and everyone gather around.**

**Spidey begins to tell the story when he had he a little encounter with the sea witch and transform into a merman and meet Ariel as a mermaid seen a golden city from there to when he a encounter with a shark trying to eating Ariel and save her life made a promise to her to protect her with his life and from to third day when the he was transform back to human but also Ariel same thing.**

**"And that's my story ya'll!" Spidey says to them.**

**Everyone's faces was in shock and amazement.**

**"Well Spidey that's a shocker!" Chuck says in a shocked tone.**

**Spidey then looks at Chuck and gets a confused face.**

**"Uh do I know you man?" Spidey says in a confused tone and raises an eye brow under his mask.**

**"All right Spidey my name is Chuck Liddell and my best friend over there on the chair is Frankie." Chuck Liddel says and points to the chair that Frankie was sitting in.**

**"Hey man what up eh." Frankie says to Spidey with tip of his hat and waves to Spidey.**

**"Ah Frankie it's nice to meet you mate." Spidey says to Frankie waves in him a way peace sign.**

**"So Chuck Liddell have any powers under you man?" Spidey says in a curious tone.**

**"Well Spidey since you ask I do I have super strength, super speed, dense skin and able to withstand temperature of 1 million below zero, and my moves are wrestling." Chuck says and points to himself.**

**"Hey Spidey I recalled something that I heard from you and Ariel talking about may I responsom were talk about." Frankie asks Spidey.**

**"Yea Frankie I did it was a black smoke kidnapped some half of the team so we need to find them." Spidey says in a determined voice.**

**"All right Spidey do you have any way to find them?" Frankie asks Spidey in a curious tone.**

**"Yea Frankie I did the two Bumblebees had some tracers in them man." Spidey tells Frankie.**

**"Let's see here find them on the computer eh mates." Frankie says as he types some commands into the computer. 5 seconds later Frankie find something "bingo we got it." Frankie says in a exicted tone.**

**"Yo Frank you managed to find something on the computer?" Chuck asks Frankie in curious tone.**

**"Yes I did Chuck yes indeed we found them." Frankie tells everyone in a excited tone.**

**Spidey looks at the computer and sees two autobots symbols on it "you right Frankie you did find them they're at uh oh." Spidey says to Frankie but didn't finish his sentence.**

**"Uh oh means?" Ariel asks Spidey in a curious tone.**

**"They're at Solar mts which is located about 10,000 miles from here." Spidey tells Ariel in a not like able voice of the Solar mts.**

**"So Spidey let me get this straight they're at Solar mts. But hey ya'll how you think going and get them?" Frankie asks Spidey of a curious face.**

**"Well the airports are out, railways same there, so only one option left is hmm." Spidey says while thinking in his head.**

**"So what is Spidey what you have in that big head of yours?" Ryder asks Spidey in a curious tone.**

**"If it 10,000 miles from here to there so...ROAD TRIP!" Spidey says in a excited tone.**

**"Road trip?" Ryder asks Spidey in a curious tone.**

**"That's right Ryder." A familier voice in the group was heard.**

**Ryder hears that voice from just about everywhere in the world.**

**"Eva?" Ryder says in a Naked Snake like voice.**

**Eva then walks into the sence in front of Ryder "hey Ryder long time no see" Eva says in a remember voice.**

**"Well sis same here." Ryder says to Eva and locks hands for a high five.**

**"It's so good to see you Ryder." Eva tells Ryder in a happy voice.**

**"And Spidey it's good to see you too." Eva says to Spidey.**

**"Well Eva last time I saw you have been teaching the ways of CQC techniques so I thank you!" Spidey tells Eva as he gestures of the fighting techniques he recive from Eva teach him.**

**"And Spidey there is someone wants to meet you." Eva tells Spidey and puts her fingers up to her mouth and whistle for her ride to come her and about 2 mintues later a yellow camro drive into the cave on the seprated road that leads to the hanger that holds the rides in there.**

**The yellow camro stops in front of them.**

**"Uh Eva ain't that who I think you think he is?" Spidey asks Eva in a curious tone.**

**The yellow camro transforms into his bi-peadel form standing tall he has yellow paint all over on his robot parts, two wings in the back which are the car doors and an Autobot symbol on his head.**

**Everyone didn't get scared but expect for Ariel she got scared but then turn into curiosity she looks at the tall mech.**

**"Who is that Spidey?" Ariel asks Spidey in a curious voice and raises an eyebrow.**

**"Ariel that right there is Bumblebee." Spidey tells Ariel and points to Bumblebee.**

**"That's... right... Spidey." Bumblebee tells Spidey while changing radio stations.**

**"Whoa Bee it's nice to meet you." Spidey says in a happy tone.**

**"So Spidey you said the only way to get to Solar mts. by road trip so what way we do have?" Bo asks Spidey.**

**Spidey thinks in his mind and about 5 seconds later he snapped his fingers he has an idea "our rides ya'll" Spidey says in excited voice.**

**"Ok Spidey your gang get there by the used of your rides and get there within 5 days but you better get there within those days." Frankie tells everyone as he types on the computer.**

**"And why that's dude?" Chuck asks Frankie in a curious tone.**

**"Because Chuck on the number 5 day the weather forcasts for a 20 ft. tall in atmosphere, wind mph about 500 mix of a hurricane and tornado storm." Frankie tells Chuck as he gestures to the computer.**

**"Mix of hurricane and a tornado?" Chuck says to himself and thinks in his head.**

**"Yo Spidey anything have say that Frankie say 'mix of a hurricane and tornado' hmm." Chuck asks Spidey.**

**Spidey thinks in his mind but then says this "Hypercane!" Spidey says in a not so good voice.**

**"Hypercane? Spidey what's that?" Ariel asks Spidey in a curious voice.**

**"An prehistoric superstorm Ariel." Spidey tells Ariel in a widsom voice.**

**"So Frankie we get them or stay here for the night?" Chuck asks Frankie.**

**"Chuck by the time we got in the world I probable tell ya'll get some rest because ya'll roll out tomarrow and Spidey here a map for the journey to Solar mts. my leader." Frankie tells Chuck and says to Spidey as he hands him a map by printing out.**

**"Thanks Frankie and Frank you the new techical dude on the computer and watch over the house while we gone all right mate." Spidey tells Frankie.**

**"Thanks Spidey I won't you down man." Frankie tells Spidey in a happy tone.**

**Then of a sudden someone's stomach was growling.**

**"All right ya'll which one of your stomach growling?" Spidey asks everyone in a curious tone.**

**"Not us Spidey but we think it's actully your girlfriend right there." Kevin says as he points at Ariel.**

**Ariel stomach begins to growl once again and Ariel giggles. "Yes I'm a bit hungry." Ariel tells Spidey with a smile.**

**"All right ya'll if any of you are hungry then head up to the kitchen and let's grab some food." Spidey tells everyone to the kitchen upstairs and everyone get up there for some sandwhichs but expect for Spidey, Ariel and Bumblebee, Frankie.**

**"Night Bee see you in the morning. Come on Ariel allowed me to get you some something to eat." Spidey tells Ariel and says to Bumblebee and Bees transformed back into his car form and drives to into the hanger to recharged for the night and Frankie well actully he grabs himself a hotpocket put into mircowave and eat it for his main course.**

**Spidey still in his spider suit costume was walking up to the kitchen with Ariel by his side and they reach the kitchen and Ariel saw some sandwhichs on a plate and Spidey's mask was removed by nanotech and starts to eat a sandwhich and about 20 mintues everyone was done with dinner and everyone was ready to go to bed but Gwen tells Ariel to follow her to give her some pjs and when they reach Gwen's room upstairs Gwen goes on in and Ariel follows her on in and Gwen gives Ariel her an pink night gown "thanks Gwen" Ariel tells Gwen with a smile.**

**The red/orange haired Gwen tells Ariel this "you're welcome Ariel now let me or Spidey If you need anything just tell ok?" Gwen tells Ariel with a smile.**

**"All right Gwen but quick question though what's the quickest way get to Spidey's bedroom?" Ariel asks Gwen with a curious tone.**

**Gwen points to some stairs were left of her room "right there Ariel is your fastest route to Spidey's bedroom." Gwen tells Ariel.**

**"Thanks Gwen." Ariel says to Gwen with a smile.**

**"No problem Ariel see you in the morning." Gwen tells Ariel and closes her door for a good nights rest and Ariel walks to the stairs and starts walk on down and Ariel leans back to control her walking on the stairs and finally Ariel reachs the end of the stairs when she sees Spidey's door.**

**Ariel while wearing the pink nightgown she walks up to Spidey's door and she knocks on it "Spidey are you in there?" Ariel asks Spidey if he's in there.**

**In Spidey's room Spidey was prepareing for bed he was in his Spidey suit his mask was removed by nanotech because he was going to use it to sleep in it while he prepareing the bed he hears a knock from his door he hears a familiar voice on other side of his door "Spidey are you in there?" It was Ariel's voice on the other side of the door.**

**"Hold on Ariel I let you on come in." Spidey says to Ariel and raises his left wrist and shot out a web line to the door's knob and yanks it but not too hard on it and opens the door for Ariel and she walks on in and closes the door behind her and Ariel looks at Spidey "hey Spidey" Ariel tells Spidey and waves to him with her hand.**

**"Hello Ariel how you tonight?" Spidey asks Ariel with a smile.**

**"Hey Spidey I hope if you don't mind can I sleep with you?" Ariel asks Spidey with a smile.**

**"Sure Ariel why not." Spidey tells Ariel with a approved look on his face.**

**"But quick question Ariel where Sebastian though?" Spidey asks Ariel with a curious tone.**

**Then right on cue Sebastian came on out of Ariel's long red hair he was hiding in there due to Ariel hidden him in her hair.**

**"Right here Spidey." Sebastian says with a annoyed tone.**

**"Sebastian there are you have you been hiding in Ariel's hair?" Spidey asks Sebastian with a curious tone.**

**"Yes I did Spidey." Sebastian says to Spidey with a clamed voice.**

**"All right Sebastian and Sebastian you might need some sleep for tomarrow because we riding out in the morning." Spidey tells Sebastian with a clam voice.**

**Spidey gets into bed and Ariel while holding Sebastian in her left hand she puts him down on a table which was right beside the bed and Ariel gets into bed with Spidey bursh up against Spidey's legs she shifts into the bed and pulls up the covers on her and Spidey does the same in the queen size bed.**

**"Thank you Spidey!" Ariel tells Spidey with a happy tone.**

**"You're welcome Ariel and Ariel listen this road trip for tomarrow you maybe see some of sights of these citys that all of us going through." Spidey tells Ariel with a smile.**

**"Really?" Ariel says with a bright smile while she was still sat up in the bed.**

**"Yes Ariel the citys that going through are 2 country citys and 2 forests area." Spidey tells Ariel as he gestures to with the map that he got from Frankie.**

**Spidey puts the map back on the right table was beside the bed "all right Ariel and Sebastian let's get some sleep so good night you two." Spidey tells Ariel and Sebastian as he turns out the table lamp and Spidey lays down on the bed and Ariel does the same when she lays down on the pillow she find it so soft for her she slowly closes her eyes and slowly drift to sleep and so does Spidey.**

**In Spidey's dreams he dreaming about he was drowning in the ocean he can't swim he sees blackness in his eyes he loses consciousness before the last thing he saw was someone swimming towards him and grabbing his chest.**

**He didn't want to open his eyes for fear he still in the water, but he felt himself on something solid. Someone was stroking his cheek. He heard a soft voice starting to sing, "What would I give, to live where you are? What would I pay, to stay here beside you? What would I do to see you, smiling at me? Where would we walk, where would we run, if we could stay all day in the sun?"**

**Spidey reached up and took the hand stroking his cheek in his gloved hand. He parted his eyes, and saw a familiar face. "Ariel." He whispered.**

**"Just you and me," She continued singing, smiling at him. "And I could be, part of your world."**

**Spidey slowly smiles while he is asleeping he was dreaming about Ariel saves his life when she was a mermaid and sings to him in his dreams.**

**In Ariel's dreams she dreaming about she on one of her adventures in the shark canyon she was finding some humans objects for her grotto while she was doing that but just then somewhere in the darkness a strange figure was hiding in the darkness he was holding a rope in one hand and he was a humanoid verison of a great white shark known as a**

**sharkanian he was waiting for an ambush on the red headed mermaid when she had her back turn he swam up to her and caught her by the back of her hands and she turn around to sees a sharkanian in her face he was anrgy and held her hands behind her back he was trying to tied up Ariel he had the rope in his right hand as he ties the rope around Ariel's hands to keep Ariel as a prize for his Emperor Sharga he as dragging Ariel back to their kingdom Sharkaina but somehow Ariel escaped from the sharkanian she was swimming to a cave to hide in there but the sharkanian caught up to her and about to slap Ariel in the face as he raises his right hand Ariel was in a concer held by the sharkanian she closes her eyes waiting for the slap and the sharkanian throw his hand almost at Ariel's face.**

**But somewhere in the shadows a certain human Spider-Man was in the shadows underwater wearing his Spiderman unlimited suit like a divers suit and he has unlimited oxygen in his suit when he sees a sharkanian with a certian red headed mermaid was about get slapped in the face so he acted fast and shoots out a web line.**

**The sharkanian was almost there to slapped Ariel in the face but he hears a 'twip' sound behind him and before you know his hand was caught in a web substance when he looks up at his right hand was in that substance and Ariel reopens her eyes she sees a web substance on the sharkanian's hand and she traces the web line to the shadows she can't see through the darkness but she knew that she was saved.**

**"Unhand her." A voice shouted at the sharkanian from the shadows as he helds the web line.**

**The Sharkanian laughed.**

**"Do you really think you will stop me?" The sharkanian laughed again. The person in the shadows was really getting anrgy as he reavels himself as Spidey. The sharkanian held the princess, keeping her hands still tied behind her back. "I'm sure you know how much of a prize she is to Emperor Sharga." The sharkanian tightened his grip, making Ariel yelp in pain.**

**"Spidey please help me." Ariel says in a pain/sad voice.**

**Spidey's brow furrowed in anger under the mask. "I said this once and I said it twice, Let. Her. GO!"**

**He yanks the web line in his left hand pulling the sharkanian and the sharkanian scowled at the human, preparing for the punch and moving the princess in front of himself protection. Spidey saw this and quickly pulls back his right fist for a WMD punch to avoid hitting Ariel. The web line slipped from Spidey's hand but Spidey didn't stop. He had just connected the punch with the sharkanian's face as Ariel was suddenly thrown from the enemy's grasp into a rock. With the sharkanian knocked out by Spidey's WMD punch he was unconscious, Spidey turned around to find Ariel on the sandy bottom, not moving. He uses his legs he swam quickly to her.**

**"Ariel?" he asked, hoping and praying she was okay. He gently picked her up, carefully supporting her head with his legs, as if it were a frail shell. "Ariel?" he tried again. "Please don't you dare leave me. I don't ever want you to go away, ever."**

**Spidey began to cry, leaning his head on Ariel's head on his legs. The mermaid slowly began to stir. Spidey felt her movements and looked right into her eyes with his white eye pieces. The young princess blinked slowly, noticing Spidey holding her.**

**"Spidey?" she said.**

**He nodded. "Yes?"**

**Ariel was going unconscious again. "Behind, you..."**

**Spidey's spider sense was going off and quickly dodges it as a slash motion was made while holding the knocked out Ariel in his arms he turns and sees the sharkanian was wielding a sword in his left hand.**

**"You again!" Spidey says to the sharkanian in a anrgy tone.**

**"Yeah me again so I'm going to kill you you worthless worm." The sharkanian tells Spidey in a mad tone.**

**Spidey then lays Ariel down gently on the ground and then turns around to face the sharkanian he looks in the sharkanian in the eyes and the sharkanian was about to the throw the sword at Spidey he threw it at him but Spidey dodges it with spider like reflexes and spider sense kicked in to the left and the sword hit a rock striking into it.**

**"You're unarmed my friend." Spidey says as he jumps to the sharkanian about 3 feet away from him.**

**"Hey here's a little joke for you what happens when a human performs a certain move on you sharkanians hmm?" Spidey asks the sharkanian in a clamed voice.**

**"I don't know why?" Sharkanian says in a confused tone.**

**Ariel who was knocked out awaken up to this fight she sees Spidey was about to make a move on sharkanian.**

**"THIS!" Spidey says and slaps the sharkanian in the face blinding in the eyes then Spidey gets into a postion he pumps his left leg and about for 5 seconds he kicks up his leg right up into the sharkanian's chin and conneted with SWEET CHIN MUSIC super kick and knocks the sharkanian back way back that is and behind him was a set of spikes on a rock about 10 feet away from him 'going, going, going, going.' Spidey says in his mind as the sharkanian gets closer to the rock with spikes on it and soon as the sharkanian made contacts with the spikes his body got cut inside and outside his blood came out on of his body and he was dead.**

**"And gone he's out of here." Spidey says in a baseball catcher tone.**

**Ariel's eyes widen in shock that Spidey kicks the sharkanian in the chin and killed him but she was pleased for Spidey saving her.**

**Ariel wokes up with a silent scream in her mind she was breathing heavily in cold sweat she looks at her hands to make sure the rope wasn't on her and it wasn't on her she sighs in relief she looks at the sleeping Spidey he sleeping peacefully she sees his cap on the table and she did the unexpected thing ever she looks down at Spidey with his hair out of the cap and she shifts through the sheets next to Spidey she lays beside him, stroking his dark brown hair with her hand find out it was so soft she removes her hand and next to his chest she strokes his Spidey suit she feels like if she feels through his clothes and his suit she even feels his bare chest under there it was quite muscular she lays beside Spidey cuddles up to him her head resting on Spidey's right shoulder she puts an arm over his chest she nestled against his shoulder, truly happy for her while she sleeping through the night next to Spidey.**

**The next day around about 5:58 am on the alarm clock its reachs 5:59 and 6:00 am the alarm clock goes off but Spidey wakes up to the sound of the alarm and presses the snooze button on the black alarm clock and Spidey lets out a small yawn with his left arm and looks at the alarm clock he sees it time to roll out.**

**"Looks like time to get the show on the road." Spidey says quietly as but he felt a very smooth, soft and warm sensation against him as well. He looks to his right and sees a familiar figure next to him it was Ariel.**

**Her head was resting on his right shoulder an arm draped over his chest and she looked very peacefully asleep as well.**

**'Time to wake her up.' Spidey says in his mind.**

**Spidey put his hand on her shoulder. He shook her lightly and said, "wake up sleepy head." Ariel woke with bed-head and rubbed her eyes she yawns and looks at Spidey "morning Spidey" Ariel says in a little sleepy tone.**

**"Uh Ariel quick question though." Spidey asks Ariel in a curious tone.**

**"Yes Spidey?" Ariel says with a half smile.**

**"Had a nightmare last night?" Spidey asks Ariel in a caring tone.**

**"Yes Spidey I did but it turns into a good dream after while." Ariel tells Spidey with a smile.**

**"Well Ariel that's good to hear." Spidey says with a smile.**

**Ariel looks at the little clock on the night stand beside Spidey and she shifts out of the sheets and Spidey does the same.**

**"Spidey what's that?" Ariel asks Spidey as she points at the little clock tells the time 6:00 am.**

**Spidey looks at his alarm clock "Ariel that's a alarm clock it's tells time and the alarm for to wake up." Spidey tells Ariel as he gestures to the alarm clock.**

**"Oh ok thanks Spidey but why it's says 6:00 am?" Ariel asks Spidey in a curious tone.**

**Spidey looks at the time on it and he knew what it is "Ariel it means to get the show on the road come on, get dress Ariel and I won't look at you ok?" Spidey tells Ariel with a smile.**

**"All right Spidey but hey you know my clothes are?" Ariel asks Spidey in a curious tone.**

**"In the chair over there Ariel." Spidey says to Ariel as he points to a wooden chair with Ariel's clothes.**

**"Thank you Spidey you won't reget it." Ariel tells Spidey with a smile.**

**Ariel walks to the wooden chair and starts to getting dress while Spidey makes up the bed he retucks the sheets under the pillows and about 1 minute later Ariel got done put on her clothes she walks up to Spidey "Spidey I'm ready to go." Ariel tells Spidey with a smile.**

**Spidey just finish making up the bed and turns around to face Ariel "all right Ariel but let's not forget your little friend Sebastian which he is still asleep." Spidey tells Ariel as he points to Sebastian who was still asleep.**

**Spidey walks to the left night stand which had Sebastian sleeping on it "wake up Sebastian" Spidey says to Sebastian as he gently shake him.**

**"5 more minutes Ariel." Sebastian says in a sleepy tone.**

**Spidey sees that didn't work so he has an idea in his mind and a mischievous grin slowly worked its way onto his face. "Okay you asked for it Sebastian."**

**"Ariel get me a bucket with iced water over there will you?" Spidey asks Ariel with a mischievous grin planted on his face.**

**"But Spidey are you going to hurt Sebastian?" Ariel asks Spidey with a concern tone.**

**"No Ariel I won't hurt him I'm giving him a little wake up call eh?" Spidey tells Ariel with a caring tone.**

**"All right Spidey." Ariel says to Spidey with a smile.**

**Ariel then walks over to the concer which has the bucket with some water in it she picks it up and walks back to Spidey with the bucket in hand she put it down next to Spidey and Spidey tells Ariel thanks and he grabs Sebastian lightly and places him in the bucket and about 2 minutes Sebastian was shock and woke up like an frezee storm hit him and he jumps of there he shivers with chill all over his skin.**

**"S...Spi...dey." Sebastian says as he still shivers from the wake up call that Spidey gave him.**

**Spidey then reachs for his spider morpher on his right wirst and shuts downs his Spidey suit the nanobots retrace into the watch and in seconds Spidey's regauler clothes was back on.**

**"Sorry Sebastian but you should woke up my friend." Spidey tells Sebastian while Spidey walks back to right night stand and grab his cap put it on backwards again and Spidey grabs the map on it and walks to the door that led to the hallway "hey Sebastian come here if you still you can rest in my jacket's pocket." Spidey tells Sebastian as Sebastian walks over to Spidey on his 6 little legs and Spidey picks him up places him in the jacket on the left pocket and Sebastian just settles in there.**

**"Come on Ariel let's roll!" Spidey tells Ariel as he opens the door for Ariel when Spidey let Ariel out first and he closed the door Ariel was carring a blue small backpack on her back it kept her pink nightgown in there and Spidey has the map on his back pocket Spidey and Ariel walked to through the living room and to the stairs where the gang was.**

**"Hey dudes ready to roll." Spidey asks his gang if to locked and load to hit the road.**

**"Yeah Spidey I'm ready." Po says in a exited tone.**

**"Great Po all right ya'll let's hit it to it." Spidey says as he walks to the spidercave with Ariel by his side and his gang follow him too.**

**They as walk down the stairs they reach the cave "hey Frankie we're gone ok man?" Spidey tells Frankie as they walk on the hanger's catwalk.**

**"See you later Spidey and good luck everyone." Frankie tells Spidey and the gang as they walking towards the hanger and plays on the computer.**

**When Spidey and the gang and Ariel reachs the hanger which it was a big hanger look a like of a air plane hanger and Spidey walks in front of the doors it was a metal voice activited sliders "door open." Spidey tells the doors to open.**

**"Voice recognized Spidey." Orcale says to the gang from the speaker on the hanger's comm unit she opens the double doors sild opens letting in the gang to the inside the hanger and the doors closed leaving them in the darkness.**

**"Orcale lighthing the place will you?" Spidey tells Orcale as he can't see through the darkness but his spider sense tells him where to go.**

**"Voice recognized Spidey." Orcale says as she light up the place row by row and the place was now has some lights in the hanger Ariel looks around at the hanger she then look at Bumblebee was in his car form.**

**"Spidey what are these?" Ariel asks Spidey in a curious tone as she looks at the rides in amazement.**

**"Ariel these you are referred to is our rides or cars for short." Spidey tells Ariel as he gestures to the rides all around them.**

**Spidey points to one that is one of Spidey favorite is a yellow car "Ariel look here this car is my favorite and a good one this one is known as the Lamborghini Murcielago LP 670-4 SV." Spidey tells Ariel as he gestures to the fastest Lamborghini ever made known to the world.**

**Then Spidey turns to his gang and tells this "all right ya'll let's ride." Spidey says to the gang.**

**Spidey turns to Chuck and the 2nd Peter Parker "Chuck and Peter you two are the missing brothers of ours." Spidey tells the two.**

**This surprises Chuck and Peter "what Spidey you did you say?" Chuck says in a shocked tone.**

**"Same here Chuck." Peter Parker agrees with Chuck Liddell.**

**"You Chuck are 4 bro and Peter 5 bro." Spidey tells them as his two other bros join him.**

**"Yea Chuck that's right." Ryder says in a clamed tone.**

**"Same here Peter." Altair says in a clamed tone.**

**Chuck and Peter got to thinking and about for 1 minute they said this "all right Spidey we're in." The two say in usion.**

**"Great and Chuck I got something for you." Spidey tells Chuck and reachs into his left pocket and a car key the symbol was a Chervlot Corvette zo6 and toss it to Chuck and Chuck caught it "uh Spidey what this?" Chuck asks Spidey in a curious tone.**

**"Chuck it's your car key to NFS Carbon verison of supereb performance yellow Corvette zo6 equip with a airforce spoiler, body kit no. 4 and a black Corvette symbol on the hood." Spidey tells Chuck as he points to the yellow car with the airforce spolier.**

**Chuck looks at it and his jaw dropped his eyes widen "wait Spidey is that car!" Chuck says in exclaim tone as Chuck walks to the car.**

**"Yeah Chuck it is and careful with this one because extremely fast." Spidey tells Chuck in concern tone.**

**"And why that?" Chuck says in a curious tone.**

**"Top speed on it Chuck is about 402 mph it fast and a another feature in there is Speedbreaker gadget." Spidey tells Chuck.**

**"Speedbreaker?" Chuck says in a confused tone.**

**"It's slows down time for you to a drift." Spidey tells Chuck in a clamed tone.**

**"Aw sweet thanks Spidey." Chuck tells Spidey in a happy tone as he gets into the car he opens the door and steps inside closes the door and he inserts the key into igintion and the car roars with life only one word comes in into Chuck's mind 'AWSOME!' Chuck says in his mind.**

**Spidey turns to Gwen, Kevin, the 2 Peters "Kevin, Gwen your ride is right over there and the 2 Peters are riding with you two all right?" Spidey tells the 4 in a curious tone.**

**"Yea they can ride with us." Kevin says in a clamed voice as they walk over to Kevin's car green with black racing stripes on it, Kevin's Dodge Challenger from Ben 10: Ultimate alien they got in into the car with the 2 Peters in the back and Kevin and Gwen in the front.**

**Spidey turns to MJ and Eva "you two if you friends ride together I know you has some catching up to do." Spidey tells the 2 women.**

**"Thanks Spidey." MJ says to Spidey in a happy tone.**

**"You're welcome MJ." Spidey tells MJ with a smile.**

**"Come on Eva let's roll." MJ tells Eva as they walk to Bumblebee and Bumblebee opens the doors for MJ and Eva as they got into the seats Bee closes the doors for them.**

**Spidey turns to T-bone, Razor and Po "hey T-bone your jet is right over there." Spidey tells T-bone as he points to the T-bone and Razor's jet the Turbokat.**

**"Thanks Spidey." T-bone says in a exited tone.**

**T-bone, Razor and Po runs to the jet T-bone and Razor jumps into the jet and Razor opens the bomb bay doors allowing Po entering into the bottom of the Turbokat and strap in on the seat and Razor closes the doors and the glass hatch closed.**

**Spidey then turns to Ben and Sonic "Ben your car is over there." Spidey tells Ben as he points to the DX mark 10.**

**"And Sonic is riding with Ben." Spidey tells Sonic in a clamed tone.**

**"All right Spidey." Sonic tells with a grin.**

**Ben walks to the car and Sonic ran to the car it suprised Ariel by the speed of Sonic shown and they got in into the car.**

**Spidey turns to Bo, Luke, Virgil, Richie and Rex "your four your ride is over there." Spidey tells the four as he points to orange car with the number 01 on the sides and a Conferate flag on the roof.**

**"Yo V what car is that?" Richie asks Virgil in a curious tone.**

**"I don't know Rich I don't know." Virgil says in a confused tone.**

**"It's called the General Lee." Bo tells the two in a clamed tone.**

**"Bo is right you two it's the General Lee but really a 69 Dodge Charger Rt." Spidey tells Virgil & Richie.**

**"A 69 Dodge Charger?" Rex says in a curious tone.**

**"Yes Rex it is." Luke tells Rex with a clamed tone.**

**Bo and Luke duke walk to their car with Rex, Virgil, Richie those three got into the back and Bo & Luke got in the front.**

**Spidey turns to Shaggy and Scooby Doo "Shaggy and Scooby your Mystery machine is over there." Spidey tells them as he points to the van with orange flowers on it with the old saying 'Mystery Machine' on it.**

**"Like thanks man." Shaggy says in a happy tone.**

**Shaggy and Scooby walks to the Mystery machine get in the van and ready to go.**

**Spidey then turns to his brothers "Altair and Ryder where are your rides?" Spidey asks his bros in a curious tone.**

**"Spidey mine is over there." Altair says as he points in the smoke and he puts his fingers to his mouth under his hood and whistled for his ride and about 2 minutes later coming out of the smokes is an all white horse with a dark face and a brown saddle with a blue sleeping bag, gun holster, saddle bags it was a western saddle and the horse was a mare means female and has black halters it was running towards Altair.**

**"What that Altair?" Ariel asks Altair in a curious tone.**

**"Ariel it's called a horse and she is a mare her name is Amy." Altair tells Ariel in a clamed tone as his horse comes to her rider.**

**"Ariel care to pet it she won't bite." Spidey tells Ariel as gestures Ariel to pet Altair's horse.**

**Ariel puts her hand up to Altair's horse and Amy puts her nose into Ariel's hand neighing quietly and Ariel was happy as she gently pets Amy on the nose "wow Ariel I think she likes you." Spidey tells Ariel as she contiunes to pet Amy.**

**And about for 2 minutes later Ariel releases her hand from Amy's nose and Altair got on the horse and he was ready to go and his horse has some powers of Calter Slater's horse aka The 2nd Ghost Rider.**

**"And mine is under here." Ryder tells Spidey and Ariel as he walks to a brown cover and under the cover was a motorbike and when Ryder rips off the covers it revealed the ac rider (In terms of GTA 4 bikes) the whole thing was a Hexer with ninja stars from a Hellfury, black saddle bags from a Freeway, back seat from a Angel bike, the tries were dirt bikes wheels, the paint job was black and blood red, front headlight has a Assassins Creed symbol on it and tail plate says 'AC RIDER' on it.**

**"Ryder what this?" Ariel asks Ryder in a curious tone.**

**"It's my bike." Ryder tells Ariel as he gets on it and starts the bike the engine revs loudly and it seems Ryder is ready to go to the 1 country city.**

**"Well Ariel let's go." Spidey tells Ariel as he grabs Ariel's hand and locking his fingers in hers and gestures to the Spidey's ride and they reach to the Lamborghini Murcielago LP 670-4 SV they stop on the right side of the car "here Ariel allowed me." Spidey tells Ariel as he relesases Ariel's hand and open ups the door for Ariel the door raises up because it was a scissor door car and Ariel gets in into the Murcielago SV and Spidey closes the door and runs to the other side of the car getting out his car key which was a Lamborghini symbol and on the back it says 'SV' on it and he gets to the left side of the car opens up the door and gets in closes the door and they were in the car.**

**"Ready to roll out, Ariel." Spidey asks Ariel if she was ready to go.**

**"Yes Spidey I am." Ariel says with a smile.**

**"Then let's ride." Spidey says as he starts up the car by insert the key into the igintion and the car's engine revs with life like a wolf howl and inside on the steering wheel were 2 red buttons were n2o nitro tanks and the car's under carrige were blue neons lights on each 4 side of the car and Spidey presses the gas peddle and the car moves into motion and the hangers doors open to revealed a huge road that leds up to the cement road and the car reachs about 20 mph as it goes out of the hanger and Altair's horse neighing loudly and stands up for 10 seconds and stands downs as she kicks up some speed, Ryder throttles the bike following Spidey and Altair, Ben and Sonic follow in pursuit, so does Kevin and Gwen following Ben and Sonic, Chuck shifts it into turbo, Bo & Luke did the same, Shaggy and Scooby did the same too and T-bone and Razor's jet as the platform goes down spins around and reachs down and the other hangers doors opens to the Turbokat and T-bone shifts the throttle into overdrive and the jet races through the long tunnel and the doors at the end of the tunnel open up at the ocean for the Turbokat takes off into the air leaving some afterburners smoke in the air and T-bone raises the driver slightly back towards him and the Turbokat goes back and flips back to its normal state.**

**At the front of the mt beside by the house the hangers doors open up and the first car came out was the Lamborghini Murcielago LP 670-4 SV, 2nd was a horse, 3rd a bike, 4th Ben's car, 5th Kevin's car, 6th Eva's car, 7th Chuck's car, 8th Bo & Luke's car, 9th Shaggy & Scooby's van, and in the sky 10th the Turbokat blazeing in the sky with the sun shining in the sky at 7:00 am in the morning.**

**The Roadburners v2 rides off into the Motorcity v2 in the main car up front was Spidey and Ariel in the car Spidey was telling Ariel to look out of the car to see the city and Ariel just that did she smiles as she looks at her surroundings the many different humans doing different things. Kids running on the sidewalk laughing and she sees people dancing around trees and sees the big buildings.**

**Spidey smiles at Ariel's amazement. "Ariel look in the distance it's the old Brooklyn bridge." Spidey tells Ariel as he driving his car points to the big bridge up ahead and Ariel turns her head shifts through the seatbelt and she sees the big bridge "oh wow Spidey it's big and beautiful." Ariel says in awe as she sees the Brooklyn bridge.**

**They drive over the bridge and they got to an curve to the right and drive to their destionation located about 100 miles away from Motorcity v2 to the first country city on the map "Ariel our first destionation city is called Pigeon Forge, Tennessee." Spidey tells Ariel while not his eyes off the road as they go through Big Timber Forest which about 20 miles from there to US route 441 and 2nd forest area.**

**"Pigeon Forge, what that's?" Ariel asks Spidey with a curious look and a smile.**

**"It's a mountian resort city, Ariel." Spidey says with a smile while driving the car through the forest.**

**"What's a resort city Spidey?" Ariel asks Spidey in a curious tone.**

**"Is when a town or area where tourism or vacationing is a primary component of the local culture and economy and it's usally if someone needs a vacation up there, Ariel." Spidey says as he sends the car up to 150 mph and everyone did the same too and they were out the forest and climbing up a mt which it was about 20 miles again.**

**Ariel feels the sudden thrust from the car as she was throw back into her seat and regains control as she sees the view from the top of the road on the mt and they continue the jounary to Pigeon Forge, Tennessee and Ariel sees some more forests as they coming down from the mts and another 20 miles to the Pigeon Forge, Tennessee and they drove through the forest and came to a highway but with no cars and they came to a curve that leds down hill.**

**"Ariel might tighting your seatbelt." Spidey warns Ariel and Ariel did that "why is that?" Ariel asks Spidey with a curious tone and she looks at Spidey with a eyebrow raise.**

**"Because watch this!" Spidey tells Ariel as he sends the car up to speed limit 212 mph and does a massive drift leaning the car to the right and drifting down the curve and then re- straighten the car and everyone follows Spidey.**

**Ariel was pumping with blood in her veins as she got scared by the drift but then that scared went to pure adrenline as she regains control of her body and laughs with delight Spidey looks at Ariel with one eye crocked to the right and the other one to the road.**

**"Uh Ariel are you laughing?" Spidey asks Ariel with a curious look.**

**"Spidey this fun!" Ariel says in a excited tone and with a smile.**

**"All right Ariel." Spidey tells Ariel with a smile.**

**They drove through the highway and continue down the road and about 99 miles later they arrvied to see some gas stations and they sees the Smokies mt in the far back and a curve uphill and Spidey drove up the hill curve and they came to Pigeon, Tennesse as Spidey sees the famous Titantic museum, the upside down house, the mts and malls, rides. "Ariel what you see is this I was talking about Welcome to Pigeon Forge, Tennessee." Spidey tells Ariel as she looks out at the window and smiles in amazenment. "Oh wow this place is so..." Ariel says but couldn't finish her sentence.**

**"Want me to help you Ariel it's one little word that describe this place for you to your state under the sea it is AWSOME!" Spidey finishes Ariel's sentence.**

**Spidey then presses a button in the car and opens the comm link unit to the cars, Ryder's black sunglasses and Altair's Dino morpher and the jet "yo dudes since we here we need to find a place to rest up and I think only way to do that is a either two options?" Spidey asks everybody as they continue drive and riding and flying through Pigeon Forge, Tennessee.**

**"What are the two options Spidey?" Ryder says over the comm link unit on his sunglasses.**

**"One we could go to a motel but I don't trust these things and the second option." Spidey tells Ryder as he drives to a rental place.**

**"2nd option?" Ryder asks Spidey with a curious tone through the comm link unit on his black glasses.**

**"Rent a log cabin!" Spidey tells Ryder with a exclaim tone as Spidey drives to the log cabin rental place located down the road.**

**"Spidey what a log cabin?" Ariel asks Spidey with a curious look.**

**"Ariel a log cabin is a house built from logs and there are lot of them in Pigeon Forge and there is one here at Ogle drive at Peggy lane and the log cabin number is 404." Spidey tells Ariel as he drives into the log cabin rental place and everyone else park theirs and so does Spidey.**

**Spidey then opens the car door and the door rasied and Spidey got out and pulls the door down he takes a look around and smells the air 'it feels like a country boy around here to me' Spidey says in his mind as he walks up the ramp wood stairs and Ariel took her seatbelt off and opens the door she got out and closes the door she speed walks towards Spidey following him and Spidey got the door open and walk on in but his spider sense goes off when he sees Ariel following him so he left the door open for Ariel for in come and she did she mouthed 'thank you Spidey for leaving the door open for me' Ariel as she looks at Spidey with a smile.**

**Spidey and Ariel walked to the front desk for service and Spidey presses the little ringer bell "hello anyone home?" Spidey says out loud as he looks around the log cabin rental place and so does Ariel as she sees the that Spidey was talking about in the car and curious though and about 2 minutes later a boy about 20 years old he has Jack Black hair style with his eyes were green as the forest and he was wearing some tennis shoes with blue jeans and a Assassin's creed shirt which it was black with a red creed symbol and on the back it says 'Nothing is true and Everything is premitted' thing was walking towards the front desk.**

**"Yes man what is..." The boy looks at Spidey and Ariel in front but when he sees Spidey his eyes widen "Spidey is that you dude?" The boy looks at the 17 year old Spidey.**

**"Uh dude do I know you?" Spidey asks the boy with a curious tone.**

**"No Spidey you don't you know me but I know you you're Spidey the Ultimate hero!" The boy says with a smile. "Oh my name is Hammy." Hammy tells Spidey with a grin.**

**"Wait Hammy dude weren't there a character name that?" Spidey says and thinks in his mind.**

**While Hammy did the same and about 20 seconds later they snap their fingers and says this in usion "Over the Headge the movie!" Spidey and Hammy says in a exicted tone usion.**

**"Man Spidey so why you here in Pigeon Forge, Tennessee?" Hammy asks Spidey with a curious tone.**

**"Come here." Spidey tells Hammy and whispers into his ear telling him what happened back in Motorcity v2 and Hammy nodded in responed.**

**"All right Spidey log cabin key number?" Hammy asks Spidey as he walks to the keys section.**

**"Number 404 Hammy." Spidey tells Hammy with a smile.**

**"404 it is." Hammy says in a clamed tone as he grabs the key labeled '404' on it and gives it to Spidey and then Hammy notices a girl with Spidey she looks in wonder around this place "Spidey who the girl with you?" Hammy asks Spidey as he points at the redhead.**

**"Her name is Ariel Hammy." Spidey tells Hammy as he looks at the key and then at Ariel smiles at her.**

**"See you around mate, come on Ariel." Spidey tells Hammy and Ariel her name called she follows Spidey out the door and they walk down to the car and they got in and buck up their seatbelts and Spidey roll down his window and signal the team to follow him to Ogle drive and Spidey drives the car to Ogle drive about 50 yards and they got to Peggy lane they drive and they turn left uphill and got to a 1 floor log cabin they park their rides, Altair got his horse tied to a stand beside the cabin and T-bone parked the Turbokat on a falt hill and Po came out from under the Turbokat's cargo hold and they walk towards the cabin. Spidey and Ariel got out of the car and Spidey bounced up a little over the stairs and Ariel just walked up and everyone else follow them and when they got to the front door Spidey grabs the key out of his back pocket and inserts into the key hole and turns to the right and pulled the key out and turn the knob and they enter into the cabin the cabin was a like condo it had everything with a main room that quite was large, contanining some furniture (a large L-shaped couch that could probably hold eight people along with three comfortable chairst) and a 46x50 inch plasma screen TV that was hooked into the wall. Sitting just below it was both an Xbox 360 and a Playstation 3, along with two controllers for each. There were some games there, however. On the far side was a pair of large sliding glass doors to the outside patio.**

**Then there was the kitchen, which was to the left of the main room, which held a nice table that could seat six people, plus the standard oven/stove, refrigerator, freezer, sink, counter-top, and cabinets to hold all of the needed supplies.**

**To the right of the living room was a hallway that led to a computer room, library, rec room (which contained a pool table, a mini-bar, three stools, and a small TV that was suspended from the wall), a bathroom, a closet, and a workout room.**

**Then there was Spidey's room; the condo had a second floor, which contained another, larger bedroom that came with its own bathroom and a balcony. All in all, a pretty sweet cabin.**

**"Welcome to the railer ya'll." Spidey tells everyone as they came in and Spidey closes the door behind him.**

**"Man Spidey nice place you have here." Virgil says in amazement.**

**"Same here V." Richie says with Virgil.**

**"Thanks ya'll glad you like it." Spidey agrees with Virgil and Richie.**

**Spidey then walks to the glass stairs and turns to the front of his gang "okay ya'll we stay here for one night and leaving in the morning that clear?" Spidey asks everyone and everyone nodded in respone Spidey sighs in approved and tells everyone to find a bedroom or a place to sleep when night falls and everyone picked the living room as their place to sleep and Spidey and Ariel choosen the upstairs bedroom the bed was a king-sized bed on a wooden floor with the front look glass stand that stretches from the right wall to left wall with glasses stairs about 10 feet in height and everyone starts to plays with the some stuff that around in the cabin Ryder plays video games he was playing AC3 the game and Virgil and Richie were reading some comic books in the library, T-bone was in the kitchen while watching Sacry Cat on the small tv on the wall, Razor was in the rec room working out with Chuck and Peter, Ben, Kevin, and Rex they were playing some pool and Gwen, MJ, Eva in the library reading some books, Po and Altair were training on the balcony platform and the 2nd Peter was on the computer in the rec room playing spider card and Sonic was eating some chill dogs and Bo & Luke were doing some archery at the shooting range on the paltform.**

**"Well Ariel what do you think about this town hmm?" Spidey asks Ariel in a curious tone.**

**"It's beautiful here but I wonder about this town though has some fun around here." Ariel says as she looks at Spidey with a smile.**

**Spidey looks at Ariel and smiles "you're right Ariel but if you see something really cool then come with me because we got to do something real quick follow me." Spidey tells Ariel but then he forgot something so he reachs down in his jacket pocket and brings out Sebastian in his gloved hand looks at him he was asleep and Ryder pausing the game he walks over to Spidey and notices the little red crab in Spidey's left hand "uh Spidey what that in your hand?" Ryder looks at the red crab "Ryder his name is Sebastian Ariel's guardian by her dad Triton." Spidey tells Ryder and tells Ryder to put Sebastian at the upstairs table and Ryder nodded as Spidey gives Ryder Sebastian in his gloved spiked gauntlet hand and Ryder runs up the stairs and puts Sebastian on the table and runs back to the game and continue with his game.**

**"Come on Ariel let's go." Spidey tells Ariel as he grabs his car key and they got out the cabin and got into the car they open their doors and got in closes the doors.**

**Spidey starts up his car and back it up and put into drive and roll on down the road take a right and Spidey drives to the Dixie Stampede dinner/show down on the road and Spidey arrvies there turns to the left and parks it there he turns off the car and both of them got out the car Spidey looks around the parking lot and notices some cars were parked there "say Ariel remember when I promise you still need to walk well lets try some running?" Spidey asks Ariel in a curious tone.**

**"Running you mean?" Ariel says to Spidey with a curious smile.**

**"Yay Ariel time for that lesson of the between walk and running for this lesson is in term of speed to do this is to take off like a speed mon allowed me Ariel to showed you how it done." Spidey tells Ariel as he winds up his body and gets into running postion 'here we go' Spidey says in his mind and takes off running like a star athlete closes his fists and runs from one spot to another a spot and back to his car where Ariel was and she was surprised that fast Spidey rans faster then a well either a merman swimming or a normal human "Spidey how fast was that you ran?" Ariel asks Spidey in a curious and surprised tone.**

**"Well Ariel it's simple I have spider powers and my speed was about 200 mph." Spidey tells Ariel with a smile.**

**"Spider powers? What those?" Ariel asks Spidey in a curious tone and with a eyebrow raise.**

**Spidey tells Ariel about spider powers from the suit to Peter Parkers posses the same powers as Spidey and about for 2 minutes Ariel's mind was blowed away and smiles in surprised.**

**Spidey and Ariel walks to the Dixie Stampede's front to get some tickets for the whole team to see and so Spidey and Ariel head on back to the cabin Spidey drives the car to the cabin and parks it there and gets out of the car closes the doors but before Spidey or Ariel could get in the log cabin a certain seagull was in the sky flying and he spots a certain red head was with a 17 year old teen he flys down onto the wooden counters under the log cabin "hey Ariel." The seagull says to Ariel.**

**Ariel hears a familiar voice and she turns around to the voice "Scuttle?" Ariel says with a smile.**

**"In the flesh Ariel." Scuttle tells Ariel with a smile.**

**Spidey then sees Scuttle with Ariel "well ain't old Scuttle." Spidey says in a funny tone.**

**Then Scuttle looks at Spidey "hey Spidey long time no see so what you two doing here?" Scuttle asks Spidey & Ariel in a curious tone.**

**"Well Scuttle about yesterday that two of my friends have been kidnapped so we on a journey to get them." Spidey tells Scuttle as he gestures that he got from his Ultimatrix.**

**"Wow Spidey that some short story of yours." Scuttle says to Spidey in a amazement tone.**

**"Well you two be on my way now see you around." Scuttle tells Spidey and Ariel as he waves good bye and flys off into the sky.**

**"Whoa that was strange eh Ariel?" Spidey tells Ariel with a shurgs of his shoulders and gave a 'I don't know' saying.**

**Spidey and Ariel gets into the log cabin and Spidey closes the door "dudes I got something we can probability do tonight." Spidey tells his gang as he gets the tickets from the Dixie Stampede dinner/show and lays it down on the counter.**

**Bo & Luke got done with archery they walk to the kitchen and sees the tickets on the counter "uh Spidey what tickets are those?" Luke asks Spidey in a curious tone.**

**"Dixie Stampede Luke." Spidey tells Luke as he picks up one of the tickets and shows it to Luke and gaves it to Luke when he sees it Luke gaves it back to Spidey but Spidey tells him to keep it for the tonight and Spidey gives a another ticket to Bo and Bo & Luke duke puts their tickets in their wallets.**

**Then everyone got done with their things walks up to the kitchen and sees some tickets on the counter and each one picks it up "hey Spidey these tickets for?" Ryder asks Spidey with a curious look through his black sunglasses.**

**"Ryder you know why we actually came to Pigeon Forge, Tennessee for mate?" Spidey tells Ryder with a wise look.**

**"No why?" Ryder asks Spidey with a eyebrow raised.**

**"Not only this town is on the map but also nick named 'funnest and action hub place ever' thing Ryder." Spidey tells Ryder as he gestures his ticket labeled 'Dixie Stampede' on it.**

**When Ryder sees the ticket labeled 'Dixie Stampede' on it "Dixie Stampede." Ryder says to Spidey as he gestures the ticket in his hand.**

**"Yay Ryder we all do it tonight and we may some fun on the road trip ok dudes?" Spidey asks the gang in a curious tone and they nodded to a yes for Spidey and Ryder and Spidey high five each other.**

**So everyone went back to what they were doing and Spidey walks over to the refrigerator and opens the door of refrigerator and gets a two sodas they were Coke Zero drinks and Spidey closes the door on the refrigerator and Spidey sits on the table chairs and gestures Ariel to come sit and she nodded and she did Spidey gaves her a Coke Zero and pops his open and Ariel does the same and Spidey takes a slips from his drink and Ariel does the same then she asks a question from yesterday about the Ultimatrix but what forms on there are and Spidey sighs and brings his Ultimatrix and Spidey puts his right gloved hand and turn on the dial on the watch and the dial pops up and made a strange sound and green light emerging from the dial and a form shows up on it Ariel looks at the dial on the Ultimatrix and Spidey sees the form was Fastattack and Ariel sees the alien then Spidey switching through the holograms and showing Ariel the aliens form of the Ultimatrix they were Swampfire, Humungousaur, Big Chill, Rath, Spidermonkey, Echo Echo, Jetray, Diamondhead, Chromastone, Lodestar, Cannonbolt, Nanomech, Upchuck, NRG, Armodrillo, Terraspin, Ampfibian, Goop, Alien X, Wildmutt, Four Arms, Ghostfreak, Heatblast, Clockwork and Water Hazard and lastly Way Big. And Spidey is already done showing Ariel the aliens on his Ultimatrix and he deactivates the Ultimatrix and lowing his left arm and take a another sip out of the soda and continues to drink it and about 1 second later the can was empty and Spidey crushs the can on his head and aims at the trash can and shoots the can into the trash can and made 3 pointer shot and Ariel drinks her soda the hack of it and gaves her can to Spidey and Spidey did the same thing with Ariel's can and she let out a little burp and she giggles at her burp holding her hand over her mouth and Spidey and Ariel starts to talk about their lifes and they did this for more than 7 hours and it was getting dark outside and Spidey gets up from his seat and Ariel does the same and Spidey looks at the clock on the wall and its reads 7:00 pm and Spidey tells everyone it's time and everyone nodded in response and Spidey and Ariel head out of the log cabin and everyone follows them and when everyone is out of the cabin Spidey locks up the cabin and everyone gets to the rides and T-bone & Razor gets up to the Turbokat and gets out the Cycletron bike and Po got into the back of the Mystery Machine and Spidey and Ariel into the Spidey's car and Spidey turns on the car and he back ups the car and puts it in drive and everyone follows Spidey and Ariel to the Dixie Stampede show/dinner and about 5 minutes later they arrive there and everyone parks their cars on the parking lot and everyone turns off their cars.**

**Spidey and Ariel walks with everyone else to the Dixie Stampede's front and hands the girl at the front their tickets and they walk on in and Spidey tips his cap to everyone he walks by and everyone in the gang follows Spidey through the halls and they stop at the pictures Ariel asks Spidey and everyone if they wants pictures of them like a family and as a team and they agree and everyone gets into posses and with Spidey and Ariel up in the front, Altair shows his hidden blade on the left wirst gauntlet cover in leather with the Dino morpher metal brace and Ryder with his arms cross on his chest and giving a grin showing his teeth, with Chuck in the left back giving the 16 year old Peter Parker the rabbits ears with his hand, Ben and Gwen and Kevin were on the right side with Virgil and Richie in the middle with Rex on the left side, Bo & Luke behind of the five teens and 4 others and everyone else different places and about 3 minutes later the picture was made and the lady who made the picture she gave the picture to Spidey and they wave goodbye.**

**Spidey walks through the halls and reachs the a saloon look like of the old wild west was the 'carriage room look' with the gang as they follow Spidey and Ariel up the stairs a few steps up and they turn to the right and contiune up the stairs until they reach the some bars Spidey lets the first half of the gang sit towards the end of the bar the second half behind them and Spidey sit in the middle with Ryder and Ariel and Ariel notices from above a stage was in the middle of the carriage room and holds two stools "Spidey what's that down there?" Ariel asks Spidey in a curious tone as she points towards the stage down below them and Spidey sees the stage down there "Ariel that's a stage." Spidey tells Ariel and gets a strange thought through his mind and thinks for a moment and gets a idea so he tells Ryder in the ear whipsers in it and Ryder nodded at Spidey's idea so Spidey tells Ariel he be right back with Ryder and Spidey stands up from the stools and walks up the stairs and to the left of the stairs Ryder whips out his Sonic Underground guitar from his back which was attached to a black strap around his body and Spidey does the same as they walk up to the stage in the middle of the Dixie Stampede and they sit on the stools.**

**Ariel sees Spidey and Ryder down there with some guitars with them 'what are they doing?' Ariel says in her mind as she has a curious look on her face.**

**Altair and the gang notices Spidey and Ryder down on the stage and they like this where is going and Spidey and Ryder tuned their guitars and cleared their throats and they started to sing.**

**Why Don't We Just Dance by Josh Turner...**

**(Intro of the song)**

**Spidey: Baby, why don't we just turn that TV off.**

**Ryder: Three hundred fifteen channels of nothing but bad news on.**

**Spidey: Well, it might be me but the way I see it.**

**Ryder: The whole wide world has gone crazy.**

**Both: So baby, why don't we just dance.**

**Spidey: This little bitty living room ain't gonna look like much.**

**Ryder: But when the lights go down and we move the couch.**

**Spidey: It's gonna be than enough.**

**Ryder: For my two left feet and our two hearts beating.**

**Spidey: Nobody's gonna see us go crazy.**

**Both: So baby, why don't we just dance. Down the hall maybe straight up the stairs. Bouncing off the wall, floating on air. Baby, why we don't just dance.**

**Ryder: Baby, why don't you go put your dress on.**

**Spidey: And those high-heel shoes you love to lose as soon as the tunes come on.**

**Ryder: On second thought, just the way you are.**

**Spidey: Is already driving me crazy.**

**Both: So baby, why don't we just dance. Down the hall maybe straight up the stairs. Bouncing off the wall, floating on air. Baby, why don't we just dance.**

**Ryder: Well, it might be me but the way I see it.**

**Spidey: The whole wide world has gone crazy.**

**Spidey and Ryder: So baby, why don't we just dance. Oh baby, why don't we just dance.**

**End of Why Don't We Just Dance by Josh Turner.**

**The crowd claps for the performance of the song and Spidey and Ryder walks back the stairs and soon as they reachs the bars Spidey sees some people heads into the arena and Ariel runs up the stairs and tells Spidey that was a good song and Spidey tells Ariel thanks and they walk towards the doors and sees a civil war look house and Ariel sees the desert dirt and they walks towards some rows with chairs and it can fit 25 people in the seats and the shows starts and the waiters come out with creamy veat soup and the gang drinks their soup and Spidey drinks his soup and Ariel does the same with hers and burps a little and giggles and Spidey asks Ariel if have a eating contest and they started within seconds and 1 minute later they were done and they contiune watching the show and 2 hours later the shows were over and they got up from the seats and walks down the stairs and they walk through the gift shop and they reachs their rides and got in and they drive back to the cabin and parks their rides T-bone and Razor put their Cycletron in the Turbokat and Spidey reopens the door and everyone got to the living room and they choose some areas to sleep and Spidey and Ariel walks the glass stair and soon they reach the top Spidey notices a hoodie on the bed but not just any hoodie it was a white and red AC Brotherhood beaked hoodie and a note was on top of it.**

**Spidey walks to the front end of the bed and picks up the note and Ariel was beside by Spidey, she looks at the hoodie and walks to the hoodie and Spidey opens up the note and she picks up the hoodie and it unfolds from it folded state and finds it so soft and she sees a zipper on it and Spidey reads the note it states 'from Spidey to Ariel' and Ariel puts on the jacket by pulling her arms into the sleeves and fixing the collar on the hoodie and she zips up the hoodie's zipper to the end and Spidey didn't know this note wasn't from him but he sense it's was Hammy work and he did a nice thing for Ariel and Ariel pulls her hair into the hood and she pulls the hood's sides to her head and her eyes look under the hood with a beak and she looks at Spidey and he puts the note in his back pocket of his jeans and turns to look at Ariel who was wearing the hoodie on her and she looks at Spidey who was looking back at her.**

**"Nice fit on you Ariel." Spidey tells Ariel as he walks around her and checking her new hoodie she got and notices it was a Ezio Auditore Da Firenze style hoodie and Ariel takes off the hoodie and places it on the wooden chair and grabs her pink night gown and walks to the bathroom and closes the door and gets ready for bed and Spidey reaches for his Spider Morpher and presses the button and the hatch opens up and the nanobots start to cover up Spidey's entire body expect for his head, the nanobots covers up his left hand giving the black/blue color and the red spider symbol under the palm of the hand a red pad button with the four red line on it and it gave a burst of the yellow tech light moves to his back gives it a black/blue color with the same red spider symbol and brings out the web cape from the neck line back and gives it the same burst of light and moves to his front and covers up the front giving it the black/blue color with the red spider symbol in the front and gives it the same light again and the arms has the red lines on both arms and moves to the legs with the left sides the black/blue color and the inside right the reds line that stretch's to the boots which it has the three red spaced spider legs on both sides and gives the final burst of that light and his Spiderman unlimited suit is online and Spidey walks to the right side of the bed's table and places his cap on the table.**

**2 minutes later Ariel opens the bathroom door with her pink night gown on her body and her clothes in her arms as she walks to the chair with the hoodie on it and places it on there and she walks to the bed and Spidey pulls off the covers of the bed and so does Ariel and Spidey jumps into the bed and pulls the covers on him and Ariel shifts into the bed and pulls up the covers on her.**

**"Ariel did you had fun tonight hmm?" Spidey asks Ariel in a curious tone while they sat up in the bed.**

**"Yes Spidey I did and the way you and Ryder sing that song...what was that song you and Ryder sing?" Ariel tells Spidey and asks in a curious tone.**

**"Josh Turner's song 'Why Don't We Just Dance' Ariel." Spidey tells Ariel with a grin.**

**"Ariel the next destination we going at is a forest called Timber Forest." Spidey tells Ariel as he shows the map to Ariel and Ariel was studying it and Spidey puts the map back in his pocket.**

**"Spidey what's a forest?" Ariel asks Spidey in a curious face.**

**"**

**A forest, also referred to as a wood or the woods, is an area with a high density of trees Ariel." Spidey explains to Ariel in a wise tone.**

**"All right Ariel lets some sleep so good night." Spidey tells Ariel as he reach's for the lamp on the table but before Spidey reach's the lamp switch Ariel asks him if she feels to sleep near you and Spidey nods his head and he turns off the lamp and the cabin went dark and Spidey lays down on the pillow and Ariel shifts through the covers and rests her head on Spidey's right shoulder and puts her right arm over his chest and they smile at each other in the darkness of the cabin and their eyes slowly closing and full closed and they fell asleep together.**

**The next day the red alarm clock reach's 5:59 and about 60 seconds later it's reachs 6:00 am the alarm went off and Spidey and Ariel's eyes shot open at the alarm and they look at each other and they smile as their hands touch each other and lay on there and they reach for the alarm clock and hit the snooze button and that shuts downt the alarm and they got out of the bed by retucking the covers under the pillows and they look at each other and they smile.**

**"Man Ariel that was a good night last night." Spidey tells Ariel as he picks up his cap and puts it on his head backwards with a smile.**

**"Yeah Spidey that was a good night last night." Ariel tells Spidey as she walks to right table beside and grabs the sleeping Sebastian and she walks back to her blue bag and places Sebastian in there and grabs her clothes with her hoodie and the blue backpack to the bathroom and she closes the door and getting dress and Spidey was still in his Spider-Man Unlimited suit expect the head cover up by the mask and it's stops at the neck line and walks to the end of the glass stairs and sees his gang was up and ready they look up at Spidey and he asks everyone is ready and they nodded and Ariel opens the bathroom door and she walks out with her clothes on and her hoodie on her with the bag and her hood up and Spidey walks to the stairs and Spidey starts to walk down the glass stairs with Ariel follow him and they reach the floor and Spidey and Ariel continue to walking to the door and the gang follow them and Spidey opens the door and they got out of the cabin and Peter Parker who was with MJ closes the door on the way out and lockes the door to the cabin and Peter tosses the key overhead of everyone to Spidey and Spidey's spider sense kicked in and grabs the key by his hand behind him. Spidey calls for Sonic and Sonic walks up to Spidey and Spidey asks Sonic to give this key back to Hammy and he gets into Sonic's ear and whispers him thank you for that hoodie for Ariel and Sonic nods and Spidey hands him the key and Sonic has the key in hand and takes off running at the speed of sound.**

**Spidey and the gang gets into their rides and Spidey starts up his and puts it into resvere the car backs up through the curves Ariel was looking at Spidey's driving ability and he turns to the right and reach's the main road and he turns the car into a 360 spin and puts it into drive and the car goes and everyone follows in pursuit as Spidey drives to the highway and they reach the highway Spidey turns the steering wheel to the right and roll on with his gang.**

**Back with Sonic he was running to the cabin rental place and 4 seconds later he reach's there and steps on the brakes and he walks on the ramp and opens the door and walk on in and Sonic walks to the front desk and saw Hammy on the computer working and Sonic clears his mouth and Hammy looks at Sonic.**

**"Are you Hammy?" Sonic asks Hammy in a curious tone.**

**"Yes I'm and you are?" Hammy asks Sonic with a eyebrow raise.**

**"Sonic the name, speed my game!" Sonic said in a cheerful voice, pointing his thumb at himself with a smirk.**

**"Well Sonic it's nice to meet you eh." Hammy tells Sonic with a smile.**

**"Hammy here's the key back to you and Spidey tells me to tell you thank you for that hoodie you got for Ariel." Sonic tells Hammy as he gives the key to him and also tells him that from last night and he nods and Sonic waves good bye to Hammy and Hammy waves the same way to Sonic and Sonic opens the door and walks to the gravel and takes a look to the left and the right and takes off running to the highway through the traffic and he spin dash drift to the right and reachs the gang and Sonic runs to Ben's car and three seconds later Sonic reach's there as Ben's car was driving and Sonic knocks on the window while running and Ben notices to the right of his car was Sonic and Ben opens the door and Sonic slows down a bit and jumps into the car's right side and Sonic lands on the seat and closes the door and the gang heads to the destination Timber Forest located about 100 miles away and they drive to there and about 99 miles later they reach a dirt road Spidey turns his car to the right and everyone follows Spidey up the drive way and the dirt road leads into the deep forest and about 3 minutes later they drove, ride and flight to the big opening in the forest Spidey parks his car under some trees and T-bone puts his Turbokat into hover mode and the jet was in the air as T-bone parks the jet under some trees far away from Spidey's ride and Altair puts his horse up to a hitch post and Ryder puts his bike beside the hitch post but by the tree and everyone else parks their rides under the trees also and Spidey turns off his car and Ariel gets her blue backpack off of her back and takes the hood off of her head and unzips the hoodie by the zipper and takes the hoodie off and folds it and puts it in the backpack and and puts it back on again her back and Spidey and Ariel gets out of the car and they closed the door and Spidey was still in his Spidey suit as he walks around the forest and smells the sweet forest air and sighs in happliy like it's feels a country boy found home in the forest and Ariel looks around the forest in wonder and curious though as she got from her books back from her grotto in the sea and she smiles in amazement.**

**She hears the birds chripping in the air and sees a picnic table in the middle of the opening.**

**Eva then walks up to Spidey and tells him in the ear we need supplies for the camp and Spidey nods his head and reach's for his Spider Morpher on his right wrist and shuts down his Spidey suit as the nanobots retrace into the watch and the hatch closes up and turns to Eva to asks her if he can borrowed Bumblebee and she says yes for now and Eva runs to him and Bee opens up the trunk and Eva with the help of MJ they get the food out and places it on the picnic table the food was hot dogs and mashollows and Eva tells Spidey what supplies we need is 26 camp forks, 26 sleeping bags and 10 tents and Spidey remembers that down pad and Bee closes his trunks and drives up to Spidey and opens his door for him and Spidey gets in the car and Bee closes his door and Spidey grabs the seat belt and clips it over him and Ariel notices Spidey was in Bumblebee and runs to him and knocks on right side and Bee hears Ariel's knocking and Ariel walks back a bit and Bee opens his right side door and Ariel walks up to Bee and gets in the car with Spidey and Ariel grabs the seat belt and strap herself in the seat and Bee closes his right side door and Bee rolls down his window and Spidey tells Eva he and Ariel be back with the supplies and Eva nods her head and Bee rolls up his window and Bee starts up the engine and Spidey tells Bee let's roll and Bee beeps back to Spidey saying all right and Bee goes into drive and Spidey just relaxed by putting his hands on back of his head and stretchs his legs straight out and Bee reach's the highway to the left which it leads to Timberline not from 'Open Season' movie about 25 miles due to the way back to Pigeon Forge, Tennessee but far away from there and Bee puts on some radio and Spidey listens to the song that song was 'Scream by Usher' and Spidey listens to the beat as his head beats to the right and left and Ariel looks at Spidey and does the same as she listens to the beat and Bee continues to drive to Timberline and Ariel likes the song and she laughs as she listens to the beat and Spidey looks at Ariel and she having fun of the song and Spidey feels that beat and feels like a Michel Jackson beat and about 24 miles later Bee, Spidey and Ariel reach's Timberline and Spidey opens his eyes he took a little nap and sees the Wal-Mart store and Bee parks in the parking lot and Spidey and Ariel unbuckle their seat belts and gets out of Bee and Spidey and Ariel runs to the store and gets the supplies in there and Spidey grabs a shopping cart roller and Ariel follows Spidey to the sporting goods and about 10 seconds later they reach there and Spidey grabs the 26 camp forks places them in the cart, next the sleeping bags and Spidey grabs about 15 bags places them on the roller and Ariel grabs some gives them to Spidey and Spidey places 5 by 5 on it and Spidey grabs the 10 tents and places them on the cart and tells Ariel to ride on and Ariel nods her head and gets on the shopping cart roller and Spidey pushes the cart and Spidey rolls out with the supplies and Spidey stops at Bee and Spidey and Ariel starts to load up with the supplies Spidey places the tents in the trunk and does the same with the sleeping bags and Bee closes the trunk and opens left side door and Spidey and Ariel places the camp forks in the back and Bee puts back the front seat and Spidey and Ariel gets in the car and Bee drives back to camp and about 24 miles later they drove to camp and Bee drives up the dirt road and mades it to the opening Bee parks under the trees and Spidey and Ariel gets out of Bee and Spidey calls for Chuck and Ryder as they walks to the back of Bee and he opens his trunk and Chuck grabs the 10 tents out of back and places them on the ground in the middle of the opening and Ryder grabs the sleeping bags and places them in the middle of the opening of the forest and runs back away from them and everyone else stands behind Spidey and Ariel sits on the back of Bee and Spidey looks at the stuff.**

**"All right Spidey let it rip!" Ben tells Spidey in a exclaim tone.**

**Spidey looks at Ben behind and nods his head and turns back to the stuff and cracks his neck around his shoulders and rises his left arm which has his the Ultimatrix and rises his right hand and activtes the watch the dial pop up with the green light on the dial a form was on it and that form was Rath and Spidey twists through the menu on the Ultimatrix and founds the form he was looking for and the form was Fastattack and rises his right hand high in the air and Ariel has her curious spark and asks Ben if he has any glasses to see through and Ben nods his head and gives Ariel some glasses and she places them on her eyes and now she able to see through that light and Spidey slams the dial down and he was engulfing in a bright green light and everyone eyes was blinded and they shielded their eyes but expect for Ariel she has glasses to see the transformation of the Ultimatrix and Spidey's DNA was changing and Ariel begins to watch Spidey transform.**

**Spidey's legs changes into the XRL8 hings legs with the small round metal balls on the feet and the tail comes out from the tail bone the tail color was black and sky blue patten the lower part was done and moves to the upper body the body changes into Fasttrack body the color was pitch black front and back with the Ultimatrix symbol on the chest and moves to the arms and it shows up with the Fasttrack's gloves like with the Golden Tigers Claws holders on each arm and the upper body was done, moves up to the head shows up with the black dirt helmet as his face color changes to XRL8 sky blue with the black lines on the face his eyes color emerald green and the visor closes the eyes from the top and the mouth guard closes from the bottom and the transformation was done.**

**Everyone deshielded their eyes from the light and Ariel watchs in amazement at the Ultimatrix able to transform everyone into a alien and standing front them of Spidey's place was Fastattack and his visor, mouth guard open up "Fastattack!" Spidey says in a raspy-fast tone and he turns to the gang and Ariel looks at Spidey's face it was a reptailen face with the black lines and the eyes were emerald green and Ariel smiles in amazement at Spidey and Spidey gives the thumbs up to the gang and turns around to the stuff and he grins as his visor and mouth guard closed and takes off running towards with his speed leaving a trail of XRL8's trail light and runs around in a vortex of tornado and sets up one by one in a straight line and 10 seconds the tents and sleeping bags done set up and stops on a dime and turns to the forest looks his through visor and smiles and dashs off running through the forest and 3 seconds later stops on a dime and looks around the opening was a large lake and the shore has some stone steps, stone bench and large stone with written on it and Spidey looks at it and it says 'this lake is a magically lake called Swan Lake and a certain yellow stripe swan shows up tonight around about 8:00 pm and this swan was a female swan. The person: a male with a black mohawk and little light sky blue eyes.' Spidey reads the written on the rock and places a mental note to tell Chuck about this.**

**Spidey looks over the lake and sees about 4 big logs on the other side and dashs on the water and mades it to the other side and picks up about two big logs and his strength level about 150 tons and runs back to the camp site and 3 seconds later Spidey arrives with 2 big logs and Spidey slams the logs on the ground and there was some fire wood in the middle and Spidey runs back to the lake and grabs the last 2 logs and runs back to the camp site and lays down on the ground and the four big logs in the middle of the opening and Spidey sits on the log with his tail hanging out behind of him and he was in the middle of the log and the gang walks to the logs and Ariel steps over the log and sits by Spidey and Ben does the same he sits by Spidey's right side and Ryder sits by Ben and Altair sits by Ariel on the first log, the second log with Gwen, Kevin, Eva, MJ, and Chuck, the third log with Bo & Luke duke, Peter Parker and the 2nd Peter Parker, Rex, the four log Virgil, Richie, Po, Sonic, and the Swat Kats and Shaggy, Scooby Doo and the gang was on the four logs.**

**"Spidey how are you change back?" Ariel asks Spidey in a concern tone.**

**"Like this!" Spidey tells Ariel and stands up from the log and slams the dial on his chest and Spidey was engulfed in the same green light and everyone shielded their eyes expect for Ariel and about 7 seconds later the greem light died down and everyone deshielded their eyes and Spidey sits down on the log again.**

**"Spidey I had to admit that Ultimatrix of yours and Ben's is a great and good gadget." Ariel tells Spidey with a giggle.**

**"Thanks Ariel and Gwen here something back to you." Spidey tells Ariel with a smile and gets the omnitrix badge out from his pants and toss it to Gwen in the air and Gwen caught it by her Mana powers a Andiote powers and uses by her hand clenches into a fist and she brings it down to her and unclenches her fist and the badge drops into Gwen's hand and this surpirsed Ariel and she asks Gwen what powers were those and she says Mana powers and everyone starts to tells their adventures their lifes and this goes for hours and hours and hours on the sky went to daylight to sunset and Spidey notices this and gets out a notepad and pen from his pocket and wrote this saying from that stone and rips the note and gives it to Chuck and Chuck reads the note and nods his head and tells everyone he right back and everyone nodded and Chuck sits up from the log and steps over back from the log and dashs off in a blur like Superman and about 2 miles later Chuck reach's there and hides behind some burshes and the sunset sky went nighttime and Chuck pulls out some glasses from his shorts and puts on his face and turns on the night vision mode in the glasses and waits for the swan and the swan arrives she was flying in the air and the clouds hid the moon and the swan lands in the water and uses her black webbed feet swims around and Chuck looks at the swan in curious and the clouds removes themself from the sky and reveals the moon that moon shines in the middle of the lake and the swan moves to the middle of the lake where the moon's reflection was and under the swan a yellow light was the lake and yellow stripe on it's head shines with a bright golden light and Chuck's eyes were blinded by the light stands up from the burshes and walks to the light and drops on his back and the water in the lake rises around the swan blocking it's view momentarliy and 5 seconds later the water drops to the lake replaces the swan with a young woman she has blond cuvry hair to the spine, she has violet-blue eyes, wearing a medevil style white evening gown which it the one with the green puffs on the shoulders, white long fitted sleeves, long skirt white with a green line in the middle and white shoes and has a necklace around her neck it was a gold oval shape necklace and she opens her eyes and she was on the lake and that spell was broken due to this world moon and she was Princess Odette from the 1994 movie 'Swan Princess' and Odette looks around on the lake and the forest and she looks straight through the darkness and notices a male with a black mohawk and her eyes widen and runs on the lake with her skirt lift a bit and reach's shore and continues to runs towards Chuck and she drops on her knees and trys to wake up him by gently shaking his shoudler.**

**About 2 hours later Chuck was slowly waking up from that light "man that light was like a freight train." Chuck says quietly and sits up on his butt and he didn't notices someone was behind him as Odette slowly walks to Chuck and places her hand on his shoulder and Chuck frozes from the touch and slowly turning his head to the right and notices a hand on his shoulder and spins on his butt and Odette quickly removes her hand and Chuck moves back quickly on his hands and feet his eyes widen in fear at the person in front and bumps into a tree and Odette stands up and puts her hands up and showing him she not a threat "whoa there sorry about that scary you likr that but who are you kind sir?" Odette tells Chuck concern tone and asks him in a curious tone.**

**Chuck sildes up to the tree and sighs in relif and takes off his glasses and places them in the shorts and walks up to Odette and notices he was taller then her and helds out his hand to Odette for a hand shake "Chuck Liddell or Chuck for short and you are?" Chuck asks Odette and she shakes his hand and looks him in the eye "Princess Odette or Odette for short Chuck." Odette tells Chuck with a smile and releases her hand from his hand.**

**Odette walks to the stone bench and sits down on it and gestures Chuck to sit with her and Chuck walks up to the bench and sits on there and Odette begins to tell her story from her world and got into this world and within 2 hours later Chuck's mind was blown and Chuck tells her you think that he tells his story he with his brothers and friends we are on a rescue mission to get back our friends and Odette's mind was in shock and they stand up from the bench and Odette places her hand on Chuck's left shoulder and feels a super powers going from Chuck to her it's runs through her veins and Chuck and Odette gains a heat vision power and Odette gets the same powers as Chuck and she removes her hand from him and her head spins a bit she places her hand on her head and her head now spins like a twister and she faints but Chuck uses his high reflexes catchs Odette in his arms and carries her like a bride and she opens her eyes and looks at Chuck with a love sick look in her eyes and she smiles and blushes a bit and Chuck notices that look from anywhere and asks her she was all right and she nods and tells her there's a camp site from here about 2 miles that way and Odette nods her head and closes her eyes for a little nap and Chuck takes off in a blur and uses that superspeed of his and reach's to camp about 3 seconds later and stops on a dime and notices that everyone start a fire on the fire wood and Chuck walks to the first log where Spidey was and tells him look and Spidey turns to look at Chuck notices a blond young woman was in Chuck and Odette wakes up at Spidey and says hi to him and Spidey tells Odette hi back to her and Odette tells Chuck to put her back on her feet and Chuck nods his head and gently puts her back on her feet and Odette walks to the third log with Chuck and the others scoot both way and Odette sits on the log and Chuck does the same with Odette and Chuck asks Spidey if we can have Odette join us and Spidey nods his head and Chuck smiles and Odette does the same and Ryder gets off the log and Altair does the same and they walk oppsites dircetions and Altair grabs the food off of the picnic table and walks to the camp fire and Rdyer grabs the camp forks from the tree and walks back with the forks to the fire and Ryder passes out the fork to the gang and each one by one and walks back to the first and sits back down and Altair with the food sits back down on the log and passes out the food to everyone and everyone has their forks and their food and roasts over the fire and Spidey starts to tells scary storys some may scare your pants off and others eyes widen and about 2 hour later they already ate and Spidey tells everyone we riding out in the morning and the gang says where and Spidey says NYC stands for New York City and they nodded and Altair puts out the fire with water and Spidey reach's for his Spider Morpher and the nanobots covers up Spidey's body expect his head and 7 seconds later his Spiderman unlimited suit is online and Spidey tells Ariel to not put on the gown and Ariel nods her head and they walks to their tent and Spidey unzips the zipper of the tent and let's Ariel in and Ariel walks on in and she crawl on all fours and Spidey follows Ariel inside the tent and Ariel removes her black slippers and places them at the middle stick in the tent and Spidey zips up the tent's zipper and Ariel unzips the sleeping bag zipper and gets in shifts through there and Spidey zips up for Ariel and she smiles and Spidey unzips his sleeping bag and gets into the bag with one arm out and Spidey grabs the zipper and zips up his bag and Ariel smiles at Spidey and Spidey smiles back and helds out his arm to her and Ariel gets her arm out and gently lays it on Spidey's right arm and traces the red line and reach's the hand and it's reveals his right hand and she touch the red pad and the nanobots deactivtes and spreads to the wrist and she pulls off his biker glove off of his hand and places it on the ground beside by her shoes and she sees his hand and grabs it with her hand and she feels his hand was soft like her skin and she smiles even blushes a little shade of pink and she really likes Spidey the powers of him, weapons and his looks but mostly his heart of a hero and she may just maybe fall in love with him like a male to female, merman to mermaid, super hero to super heroine, mr. spider to ms. spider and lastly hero to princess and he looks into her eyes and it held a passion, a bond of somewhat and a relationship going on they smile at each other and theirs eyes half way closed and finally full closed they sleep together with their hands in held of each other.**

**In Ariel's dreams she was dreaming she was swimming away through the canyons and swimming away from her used be best friend he was a merboy has tanned skin, blond hair, blue eyes, bigger muscles than Triton, green tail and he was evil in the eyes his name was Urchin and he has a 12 inches of rope in his hand and chasing Ariel through the canyons and Ariel swims faster then him but reach's a dead end and a piller and Urchin reach's Ariel and Ariel turns around and she backs up to the inescaped rock from the top to the bottom and Urchin lashes the rope around the rock and ties up Ariel's hand and she was trapped to the rock and Urchin has a hungry look in his eyes and trys to mate with her by the belly button and Ariel uses her tail to block him from doing and 1 minute later he stops and he looks her dead square in the eye "Urchin stop." Ariel tells Urchin with a mad tone.**

**"What's the matter with you Ariel don't you love me?" Urchin asks Ariel in a evil tone.**

**"NO! Urchin I don't love you." Ariel tells Urchin in a angry tone.**

**Urchin looks away from her and shuts his eyes tight and clenches his fists in angry and lets out a mad cry and stop and he looks at Ariel with a evil look in his eye "if you don't love me then not your father, sisters, or friends will have you so prepare to died." Urchin tells Ariel in a evil tone in his voice and swims down to a pile of rocks and sees a Yin-Yang symbol on it and presses the symbol and the symbol opens up and Urchin pulls out a golden trident looks like King Triton's Trident and aims it at Ariel like a gun swimming close on the ground and a dark green light on the trident and a evil look in his eyes "any last words before you die you stinkin mermaid." Urchin asks Ariel with a deadly evil tone and aims the trident at Ariel.**

**Ariel looks at Urchin in the eye and smirks at him "sorry Urchin and my last words is one and it spells S-P-I-D-E-Y which means.. SPIDEY!" Ariel calls out to Spidey the ultimate hero.**

**"Who is the heck is Spidey?" Urchin asks Ariel in a confusion tone.**

**"Right here bitch!" A male voice was heard behind and before Urchin even turn around a bulwhip's popper caught the trident by the staff part and yanks it out of Urchin's hands and was throw to the rocks breaks in half on the rocks and Spidey's whip was wrapped back in the lasso form and clips on his belt and the Spidey's suit takes it in and Ariel looks behind of Urchin and sees Spidey and he was in his Spidey suit and her eyes water with tears and burst out from her eyes and runs down her face and smiles at him "Spidey!" Ariel calls out to Spidey with her tears of joy.**

**Spidey looks at the rock holds Ariel and whips out his bow and arrows grabs the bow by the black handle and he grabs an arrow from his back from his black arrow holster inserts the arrow onto the bow and pulls the string on the bow back and aims it at the the knot of the rope that ties between Ariel's hands and releases the arrow from the bow and the arrow was send flying to the rope spinning in the air and cuts the ropes in half and Ariel was now free and check her wrists and Urchin was in shock his face frozen with shock and Ariel was done checking her wrists and Spidey's bow and arrow disappeared in a white light and Ariel looks up to Spidey and smiles at him and burst towards him with her arms wide open and caught Spidey in a bear hug made a little twister motion with her finger nails digging into his back and Spidey helds Ariel in his arms stroking her back and her hair and she was crying her eyes out on Spidey's right shoulder and Ariel looks from his shoulder to him in the eyes that look like MJ's look and Ariel smiles at Spidey and Spidey smiles back under the mask and Urchin turns around and notices Ariel is with a human and this human has a ability to breath underwater and lets a war cry and he was about 50 yards away from them and burst towards them "you stinkin human and you mermaid you two are going to be killed." Urchin tells Spidey and Ariel in a angry tone.**

**Spidey's spider sense kicked in and tells Ariel to get away from here and Ariel nods her head no and Spidey asks her no what do you mean no and Ariel asks Spidey to remove your mouth guard and Spidey nods his head and his mask mouth guard was removed to the nose and Ariel removes her arms from Spidey's back and smiles at him and Spidey asks Ariel why and Ariel puts a mischievous grin on her face and Spidey notices that look from everywhere and this answers Spidey's question and clenches him by the suit's chest and the suit stretches like a normal costume and Ariel pulls him in a kiss on the lips but not just any kiss the kiss of true love and Spidey's eyes widen but he goes with the flow and that kiss lasted about for 2 minutes and Ariel releases from Spidey and Spidey looks at Ariel in wonder and he smiles and she smiles back and his mouth guard put back and Spidey tells Ariel to drag him behind that rock and Ariel nods and still clenches on his suit and drags him behind that rock and Urchin follows Spidey and Ariel and Urchin reach's that rock and notices Ariel was not there only Spidey and Spidey knows where is Ariel at and Spidey jumps up in the air and shoots out a web line and swings to Atlantica and Urchin follows him and Spidey was swinging in the air and reach's the peak in the air and does some flips front flips, back and twisters and was sky diving to the ground and shot out a another web line from his build in web shooters and about 20 minutes later he reach's the city limites and gets to the castle with Urchin on his tail and Spidey jumps up to the wall and crawl fast to the ceiling activates the stealth mode his suit goes in invisible and no one can see Spidey and reach's the throne room ceiling and Urchin losts Spidey as he goes in the throne room and Spidey sees Urchin from the bottom and whips out his bow and arrow again and gets an arrow out from the back and it puts on the bow and aims it at Urchin and the arrow was send flying down towards Urchin and Urchin didn't notices a arrow was send flying to his head from above him and Urchin looks around more and within 3 seconds he was brain dead by the arrow and death came from above and he was dead as the arrow pierce through his head and Spidey deactivates the stealth mode and Spidey's back nanobots opens up and reveals Ariel she was hiding in the Spidey suit the whole time and his bow and arrow disappeared in a white light and Spidey's nanobot retrace back and web-yo to the ground by the web line and Ariel follows Spidey to the ground and looks at Urchin dead from the arrow and Spidey jumps down from the web line and does the same with Ariel and Ariel doesn't feel bad for Urchin and looks at Spidey she smiles and Spidey looks at Ariel smiles back and they turn to each other and Ariel swims up to Spidey and wraps her arms around Spidey's neck and wraps her tail around his legs and Ariel's head bury in his chest and Spidey helds Ariel in his arms rocking back and forth stroking her red soft long hair.**

**Ariel and Spidey wakes up to Spidey's mental alarm and Spidey and Ariel smile at each other. ****Ariel uncleches Spidey's hand and Spidey grabs his right fingerless Red Wing biker glove and puts it back on his hand and the nanobots retrace on the glove again and the Spidey suit's right glove back on and Spidey gets out from the sleeping bag and rezips the bag up and rolls it up and Ariel grabs her slippers and gets out from her sleeping bag too and rezips the zipper on the side and rolls up her bag like Spidey's bag too and puts on her slippers on her feet and grabs her backpack and puts on her back and Spidey crawls to the zipper on the tent and Ariel does the same following Spidey and Spidey unzips the zipper and crawls out from the tent and Spidey gets on his feet and stands up standing tall and Spidey looks around the forest and notices not anyone was up and Spidey walks forward a little and turns around and faces Ariel down below and Ariel looks up at Spidey and smiles at him and Spidey smiles back at her and puts out his hand to Ariel and Ariel takes Spidey hand and he pulls up her on her feet and she was surprised by Spidey's strength and Spidey tells Ariel to help him with the tent and she nods her head and Spidey grabs the two the sleeping bags and places them on his shoulders and walks to his car and Ariel runs to the car and opens up the front trunk of the car and Spidey places them in there and Spidey turns around and walks back to the tent and Ariel does the same with Spidey and they start to tear down the tent and Spidey gets into the tent and dislocated the stands inside the tent and the tent's cover drops down on Spidey and Ariel was now worried about Spidey and she rushes to him and finds an opening and sees his feet and grabs them and pulls him out of there and she notices when she pulls him he was light and drags him on the ground and Spidey has the stands from the tent and notices Ariel was helping him out from the tent and Ariel unclenches his feet and Spidey tells Ariel hold this and Ariel grabs the stands from Spidey and stands back about few feet from him and Spidey puts his hands on the ground behind him and handsprings up like Shawn Michaels and gets on his feet and Ariel grins at Spidey and Spidey spins around to the dropped tent and rolls it up into a ball and puts it in a green travel bag and Ariel pulls the sticks into a skinny look and she puts them in the bag and Spidey zips up the bag by the zipper and snaps the sash and grabs it and walks to the car and puts it in there and closes the trunk and sits on the front of the car and gestures Ariel to sit with him and Ariel smiles at the offer and walks to him and sits with him to the car and they look at the night sky and the stars shines in the night and they wait for dawn to rise within two hours.**

**Ariel looks at the moon rising down from the sky and Spidey looks at Ariel and rises his right arm to his left hand and his suit is epuip with three things, Spider tracer, Spider darts and a sonic emitter from Spider-Man Unlimited series suit and shoots out a tracker to his hand and the tracer was a small black spider symbol with a small red light bub and while Ariel wasn't looking Spidey made a necklace of the tracker by using a thin but strong web line from his webbing and cups it in his hand and tells Ariel to look behind her and Ariel to the left and faces Spidey and notices his hand closed with something and asks him what in your hands and Spidey opens up his hand and Ariel looks in suprised at the 2nd gift from Spidey and smiles with a bright smile at him and she gently grabs the web line and she asks Spidey to help her with the necklace and Spidey nods his head and pulls her red long hair and Ariel puts on the necklace through her hair and to the neck and Ariel looks at the small spider symbol and she tells Spidey thanks for the gift and Spidey tells her you're welcome and Ariel hugs him with a bear hug style and Spidey was caught off guard by Ariel's hug and he hugs her back and Ariel feels within Spidey's arms like a home to her and she snuggles up to him on his chest and feels a inner peace when she around him and Spidey senses behind him and looks upside down like a spider and notices Chuck and Odette were up and put down their tent and 2 minutes later they put up their sleeping bags and the tent in the Corvette's trunk and Chuck notices Spidey was looking at him and Odette and Odette looks at Chuck then at Spidey was staring at them and they wave to them and Spidey nods his head at them and Chuck opens his left side door and Odette asks Chuck what's this and Chuck tells her it's a car and Odette nods her head and walks to the right side door and opens up the door and Chuck gets in the car and closes his door and Odette does the same and they were in Chuck's car and Spidey looks at Ariel and notices she was sleeping on his chest and he smiles at her sleeping and stands up from the car and puts Ariel in his arms carring her like a baby and walks to the side of his car and puts up one knee to Ariel's back and opens the right side door and puts her in there and buckle up her seatbelt and closes the right door and the gang starts to wake up and does the same with theirs tents and Spidey gets to his side door and opens up the door and gets in and closed the door and buckle up his seat belt and everyone was done with the tents and Eva grabs the forks and places them in the back of Bumblebee and everyone gets in, on with theirs rides and Spidey rolls down his window and looks out from it and notices everyone was ready to go and Spidey gets his head in and starts up the car and the car roars with life like a wolf's howl and Ariel wakes up from her nap and looks at Spidey and smiles at him.**

**"Ready to go Ariel?" Spidey asks Ariel with a curious tone.**

**"Yeah Spidey let's ride." Ariel tells Spidey with a happy tone and a grin.**

**Spidey then steps on the gas paddle and the car moves with the wheels spinning and takes off about 20 mph through the forest and T-bone takes off with the Turbokat into hover mode and takes off into the air and everyone follows Spidey and Spidey looks at the dirt road and reachs the highway and Spidey turns the steering wheel to the right and the car moves to the right and drifts a bit to the side and restraighten and they were on their way to the 2nd city NYC or New York City located about 100 miles from Timber Forest to NYC Spidey drives through the forest and Ariel looks at the pines trees in wonder and Spidey drives through the forest and reachs a desert area and Ariel sees some mt like rocks in the desert and this desert was 20 miles large in area and everyone was speeding to the 2nd city and reachs a bridge on the Grand Canyon and Ariel looks at the Grand Canyon from the bridge and 19 miles later they were out of the desert and reachs a large forest and they drove through it about 20 miles of it and everyone is driving through the forest and about 20 miles later a fog like mist was right in front of the gang and they drove right through it and Spidey uses his spider sense to see through the fog and notices they were going up and Spidey notices that was the Brooklyn bridge and the fog clears up around the bridge and Spidey sees NYC stands for New York City the city that never sleeps and Ariel sees the same thing with Spidey and sees some big buildings in the distance and her jaw drop a little in amazement "Spidey is that New York?" Ariel asks Spidey in a curious tone.**

**"Yay it is Ariel." Spidey tells Ariel with a grin while driving into the city and Spidey drives down the bridge and reachs a hotel about 100 yards to the first and second bridge and Spidey drives his car into a parking lot beside by the hotel and Spidey parks his car and Altair puts his horse to a hitch post and everyone else parks their in each lot of the parking lot and Spidey turns off his car and Spidey takes out the key and the Spidey suit opens up the back pocket of the jeans and puts the key in it and the Spidey suit closes up and Spidey and Ariel unbuckle their seatbelt and gets out of the car and closed the doors on the car and everyone else did the same with theirs and Spidey and Ariel walks to the big hotel and they walk on in and the hotel's name is the Plaza hotel it name and the door slide open for them and Spidey sees a lot of people walking around in the hotel and Ariel looks at the Plaza hotel she watches the people working or staying and smiles at it and Spidey still wears the Spidey suit and walks to the front stand of the hotel and people stares at Spidey and his gang but mostly Spidey with a red head with him and the people just stop staring at him and Spidey reachs the front stand and a familiar face show up in front of Spidey and the gang it was Hammy from Pigeon Forge, Tennessee.**

**"Hey ya'll what's up?" Hammy asks the gang in a curious tone.**

**"Well isn't old Hammy." Spidey says to Hammy in a funny tone.**

**"Spidey who is this?" Odette asks Spidey in a curious tone.**

**"Odette this is Hammy, Hammy Odette." Spidey introduces Hammy to Princess Odette and Chuck's girlfriend.**

**"Odette eh? Well then Spidey what hotel number you want?" Hammy asks Spidey as he walks up to the key slots and trying to choose a key.**

**"Number 411 key man." Spidey tells Hammy in a clamed tone.**

**"All right Spidey No. 411 it is." Hammy tells Spidey as he grabs the key and gives it to Spidey.**

**"Thanks mate." Spidey tells Hammy with a smile as he grabs the key from him and walks to the elevator and Spidey uses the key to inserts into the keyhole by the red doors and turns it to the left and the elevator's doors open up and Spidey walks in and gestures the gang to walk in and Ariel runs to the elevator and stands by beside Spidey and the gang runs in the elevator and the elevator's size was about 10x10 wide and the number of the gang was about 26 members of the Roadburners v2 and Spidey has the key in his hand and the doors closes and this elevator starts to going up, up to the 11th floor that is and the music in the elevator was playing and Ryder really hates that music in the elevator and tells Spidey if he has music in his suit and Spidey looks at Ryder and nods his head and the suit plays some real muisc the song was a country song Chris Young 'Voices' and the gang listens to the song and Ryder likes it too and Ariel hears the song and notices it comes from his Spidey suit and smiles at Spidey and the elevator stops at the 11th floor which was the end and the doors open up and the 11th floor was a penthouse at the top of the Plaza hotel and the gang walks out and Spidey along with Ariel does the same and the muisc shuts off in the suit and Spidey looks around at the penthouse which it looks like the same look from the cabin in Pigeon Forage, Tennessee expect for the stairs and Ariel looks out from the windows and looks at the Big Apple known as New York City and her jaw drops a bit and Spidey walks to the window where Ariel is. "Big isn't it Ariel?" Spidey asks Ariel in a curious tone.**

**"Yeah Spidey it is." Ariel says in awe at the mass of the city.**

**"Say Ariel want me to give you the tour of New York hmm?" Spidey asks Ariel with a grin at her.**

**Ariel looks at Spidey and smiles at him "yes Spidey please." Ariel tells Spidey with a bright smile.**

**"All right then Ariel but first hold still will you?" Spidey asks Ariel and Ariel nods her head and Spidey walks behind Ariel and reachs for her blue backpack's right pocket and pulls out a pair of black strapped goggles and Ariel turns around to Spidey and notices he was holding some goggles in his hand and Spidey tells Ariel to put these on your eyes and Ariel did that she grabs the goggles from Spidey's hand and puts them on her eyes by the strap and she looks through the goggles's black smoke glasses and Spidey gives her thumbs up of the goggles on her and Spidey pulls off his cap and Ariel asks Spidey why are you pulling off your cap and this answers Ariel's question as Spidey puts his cap on Ariel's head backwards so that holds her hair in place and Spidey tells Ariel to get on his back and hold tightly and Ariel nods her head and Spidey turns around to the back and Ariel walks up to Spidey's back and gets on his back by getting her arms around Spidey's neck and Ariel jumps up and wraps her legs around Spidey's stomach tightly and Spidey looks behind him and sees Ariel was on him and Spidey tells Altair to open up the doors of the balcony and Ariel hugs tightly Spidey and Altair runs to the doors of the balcony and opens up and Spidey tells the gang he and Ariel right back within 5 hours and they nod and Spidey takes a running stance and Spidey takes off freerunning to the balcony and Ariel notices Spidey's plan and prepares the rush of adrenline as Spidey rans to the end of the balcony and a bald eagle was flying over NYC and lands on the top of skycraper and looks at Spidey from a distance and Spidey jumps over the balcony and the eagle sang's it song to the Assassin's signtaure Leap of Faith and Ariel looks at eagle from the distance and notices that she and him were freefalling to the ground and tighting her hold on Spidey and Spidey notices that and quickly rises his right arm and shoots out a web line thin like thick white string from his build in webshooters to the builldings or the sky and Spidey was taking by the dirction of the web line and swings of the web line and Ariel looks around her and Spidey as he webs swings to the peak of the swing and Ariel puts her chin on Spidey's right shoulder and her eyes widen in amazement at Spidey's web swinging and the city and Spidey reachs the peak of the swing and let's go of the web line and Ariel holds onto Spidey the tighest she can and Spidey flips in the air and Ariel's vision was spinning from Spidey flips and Spidey skydives to the ground and flips again and shot out another web line to the sky and swings again to the ground and Ariel looks around at the city and Spidey starts the tour with Ariel and about 2 hours later the tour was done due to Spidey's web slinging and the tour of NYC and Ariel even saw the statue of Liberty from the distance from the tour and Spidey and Ariel were on a building with Spidey sticking to the wall and Ariel was surpirse at Spidey's amazing powers of a spider and she asks Spidey what was a spider. Spidey tells her a spider is a small, eight legged, arachnid with a rounded abdomen and should not be mess with because they sometimes have poison or vemon for short can kill you and most kinds spin webs. Ariel's mind was blown away with this information about spiders and smiles at him and he smiles back.**

**"Come on Ariel there is something to give you at a store down in Time Square." Spidey tells Ariel as he jumps off from the wall and lands at front of Ariel with his back turn on her and Ariel gets on Spidey's back again and Spidey jumps off from the building again the eagle sing's it song of Spidey's leap of faith like a assassin and freefalls to the ground and shoots a web line again to the building and after 9 web swings Spidey and Ariel made it to Time Square and Spidey lands in front of a toy store and Ariel gets off of Spidey and Spidey walks to the front door and opens up the door for Ariel and Ariel walks on in and Spidey walks in behind Ariel and she notices a certain toy look like of the Ultimate hero and she smiles really brightly and runs to it and grabs it and looks at it. It was mini big repilca of Spidey wearing his Spidey suit with the mask on and looks like a stuffed animal toy and she squeals at it and hugs it tightly to her chest and Spidey looks at Ariel found her new gift and he walks to the clark of the store and he was happy to see Spidey again and Spidey pays the clark with $3.75 cents to the clark and he waves goodbye to Spidey the Ultimate hero and his girlfriend Ariel and Ariel hugs Spidey and says thank you and Spidey smiles at Ariel you're welcome and Ariel puts her new stuffed animal toy in her backpack and puts the pack on her back again and gets on Spidey's back again and Spidey jumps up in the air about 125 feet and shoots out a web line and swings and about 1 hour later they were sitting on the top of the building with a stone bench and Spidey had came back with some milkshakes one was banana milkshake and Ariel's shake was strawberry and they were finishing with their shakes "Spidey I love this drink it tastes like a strawberry." Ariel tells Spidey with a smile as she finishes her shakes and throws it away in the trash.**

**"Same here Ariel and I hope you like the tour around NYC or New York City." Spidey tells Ariel with the same smile like Ariel and throws away his shake in the trash.**

**Before Spidey or Ariel say a another word Spidey's bat like ears picks up a disturbed sound it was a small muffled explosion rang out into the air several blocks away.**

**Ariel looks at Spidey with concern and notices his pupils in his brown eyes dilate and she was worried "Spidey what's wrong?" Ariel asks Spidey with concern and has worried eyes.**

**Spidey's pupils retraced back to normal and looks at Ariel and turns to the sound came from "Ariel look there in the distance can't you see the smoke, it's thicker than just an explosion... it's a fire. Come on Ariel! Let's roll!" Spidey tells Ariel as he gets up from the stone bench and Ariel looks in veiw of where Spidey had heard the sound come from and he was right there was a black smoke rising into the air and she worried about the others humans and she gets up from the bench and gets her goggles on her eyes again and Spidey's mask was back on by nanotech and she gets back on Spidey again and Spidey sprints off the building with Ariel on his back and leapt to the ground with the eagle sang's it song again of the leap of faith and Spidey shoots out a web line and swings to the source of the fire came from.**

**Back at the hotel on the 11th floor Odette was looking out of the window with Chuck and he was telling her the adventures of each team member from last night in Timber Forest "Odette you like the city hmm?" Chuck asks his girlfriend in a curious tone.**

**"Yeah Chuck I do like it but I wonder what Spidey and Ariel are doing right now?" Odette tells Chuck with a smile and curious tone.**

**Before Chuck could say a another word a voice was heard "hey guys come to the living room right now!" It was T-bone's voice calling all members of the RB v2 and Odette and Chuck uses their Superman like speed and takes off to the living room and 3 seconds later the whole gang was in the living with T-bone and Razor on the sofa and the T.V. on it was already on the CNN News with the news anchor spoke to the camera.**

**"This just in... reports are coming in of an apartment building in the Central New York Area which seems to have been set ablaze, we're going live to Kristen Summers who is already at the scene" the male news anchor's image was cut out and replaced by that of a young woman who was standing in front of crowds of people with the burning building only several yards away blocked off by barricades and New York's own fire department.**

**"Thanks Tom, if you have just tuned in to this story then allow me to fill you all in on what's going on at this catastrophic turn of events begun in the first place. An explosion was heard in the heart of New York City over twenty minutes ago which has resulted in an apartment building being set on fire, now people don't know how this happened exactly, as you can see the fire is raging out of control take a look." Kristen finished as her face was replaced by footage to the fire that was happening right now.**

**The camera was rather shaky but seemed to catch showed that fire was raging out of control and the firefighters were working fast to put out the fire quickly.**

**Away from the burning building about 50 yards was some trees and in the air was Spidey and Ariel Spidey was swinging on a web line and Spidey jumps off from the web line and lands on the ground "all right Ariel wait here I be back to get you and head back to the hotel." Spidey tells Ariel as she gets off of Spidey and she walks to the tree and she gets out her hoodie from the blue backpack and gets it on her and she removes the cap from her head and she puts on her hood on her head and she tells Spidey to get back to me and he nods his head and Spidey runs to back away from the burning building and jumps into the air and shot out a web line to the sky and swings to the burning building.**

**The T.V cut back to the female reporter and she continued on, "but now back to the story at hand as you can see behind me the fire is still raging on but the New York City fire department are doing everything they can do extinguish the flames and..." Kristen says in the camera but doesn't finish her sentance and a eagle's scream was heard in the sky and the people notices that eagle's song and was that call meaning someone was coming "what is that camera man get a shot of that." Kristen tells her camera man and the man did that and points his carmera in the dircetion of the eagle and sees a teen swinging on a web line "it that... it is women and men it's Spidey the Ultimate hero!" Kristen tells the people as Spidey swings over the people and into the burning building and Spidey's suit was fire proof, space suit, static proof and scuba suit and the eagle flies back to Ariel and Ariel was waiting for Spidey but she sees the familiar eagle was with Spidey as it's flys towards her and the eagle lands on wood bench and Ariel looks at the eagle curious and walks to the wood bench with the bald eagle on it and sits on the bench with the eagle and she sees on it talons or verison of it feet was a Assassin's symbol and this eagle was look at Ariel and looks through her eyes and the eagle notices this girl was a former mermaid and nods it white fur head in respect at the girl and Ariel and this eagle name was Thunder the eagle look at the burning building.**

**"And with Spidey in the building and carrying people out on his back and the firefighters working to put out the fire, thankfully it looks like this unfortunate incident will soon be over" Kristen finished as she to turned to the scene playing behind her and watched intently.**

**The news on the T.V had also garnered the interest of Odette as she was glued to the sofa with the gang and hoping that nobody would get hurt; Odette seemed to breathe a sigh of pure relief as Spidey somesaulted out of one of the top windows with a man on his back. Ariel does the same about Spidey. After a brief stint of panic between Odette and Ariel were on the edge of the seats as Spidey was in the leap of faith free-fall with a man holding onto his back for dear life, the arachnoid teen landed without missing a beat and set the man down where he was reunited with the rest of his family. The camera zoomed in on Spidey or his 3rd nickname Spider-Man (3 nicknames for Spidey: The Whip, The Ultimate hero, and Spider-Man) the viewers at the home and the hotel could clearly see the large white opaque eyes from the Spidey suit's mask mimic every expression he held under his mask, the current one he held seemed to be one of relief but just like that it changed to one of sheer worry.**

**Ariel and Odette knew why as they had heard what he had heard, the hysterical pleas of a woman screaming that her baby was still in the building, Odette and the gang never their eyes off of the T.V screen and looked as if Odette was about her fingers nails and Ariel gets up from the wood bench and puts Spidey's cap in the bag and runs to the burning building and the eagle takes flight with Ariel and Ariel was in the crowd in the back of barricades and the eagle lands on Ariel's right shoulder but not too tightly with his claws and what surprised Odette the most is that quicker than anyone had anticipated Spidey had reacted shooting a web-line out from his build in webshooters on his wrists and slingshot himself skyward and into one buildings many windows.**

**As most of the country watched all viewers including the Roadburners v2 held the same thought inside their head.**

**'He's been in there way too long' Ariel thought quietly. She was worried about Spidey and the live of a baby was on the line and even mostly concern about Spidey.**

**After several minutes of waiting the suspense was gettin thick and the camera caught the looks of the fire department holding the mother back from entering the building, they were looks of sheer sorrow and pity. Even Ariel looked disheartened and worried with Thunder on her shoulder, but the mother still looked hopeful through tear stained eyes but it was as if she was being taunted because suddenly another explosion rung out through the sky and flames erupted spewing out of the window Spidey had entered in hopes of rescuing her baby.**

**The gang could hear as well as see the mother break her heart on the national television and scream out for her child, it stabbed Ariel straight in her heart to say the least. But then out of nowhere another explosion echoed out and a figure leapt from the window doing the leap of faith and the eagle sang it song, Ariel and the gang easily recognized who it was but also noticed he has something sheltering with his web cape and when he walked closer to the mother the T.V's HD quality clearly defined he has no injury, no scratch on his suit and no burned marks on it.**

**The many fire-fighters holding the distraught mother back released their grip on her and let her walk steadily towards the teen, the teen walks slowly to the mother with his web cape sheltering with his arms something. As he finally reached the woman he looked down into his arms and at the package he was protecting and slowly handed it over to the woman with the web cape unwrapping the package from his arms, but the mother was still crying heavily as though she was expecting an apology from the teen man and his condolences and Ariel gets over the barricades and runs to Spidey stands by his side with the eagle on her shoulder.**

**But instead she got this, "Your baby's fine ma'am" Spidey tells the mother of the baby with a smile under his mask and Ariel smiles as well under her hood.**

**The mother's eyes instantly lit up and she carefully took the baby in her arms and cradled it tightly seeing it was unharmed, not even a scratch was visible. The young mother began sobbing heavily but the camera made it clear she was wearing a huge grateful smile, Spidey was about to turn and walk away with Ariel when something stopped him and held him there.**

**The woman had grabbed onto him and hugged him with all of her might causing the Ultimate hero to stop dead in his tracks, Spidey did know what to do and the look he held was one of sheer surprise. With nothing else to do he gently reached his arm around her and patted her back, audible sobs and thank you's spilled out of her mouth but Spidey merely whispered 'don't mention it mate'.**

**The mother released Spidey from her grip and notices a girl with Spidey and Kristen walks up to Spidey with the mic in her hand and the camera man follows her also and she helds the mic up to Spidey "mr. Spidey sir thank you for resucing the people from the building but quick question thought who the girl in the hoodie?" Kristen asks Spidey in a curious tone.**

**Spidey looks at Ariel and gestures to take off the hood and the eagle flies to Spidey's right shoulder and lands there and Ariel removes her hood and her red long hair drops from her hood and Kristen asks the girl name and Ariel tells her name is Ariel and she with Spidey and gets her hood on again and the eagle takes flight in the air and Spidey turns his back and Ariel gets on his back again and Spidey jumps in the air and shoots out a web line to the sky and swings back to the hotel.**

**The T.V screen switched from the dramatic scene back to the news anchor in the studio and the gang hears a sound from the doors of the balcony and it was a bald eagle on the ground and Altair gets the door open for the eagle and the eagle flies in to the bird stand and lands there and Spidey and Ariel comes in after the eagle and she gets off of Spidey's back and takes off her hoodie refolded and puts it back into the bag and takes out Spidey's cap and gives it back to him and Spidey takes his cap back from Ariel and says thanks Ariel and she smiles at him and Spidey reachs his Spider Morpher and shuts down the Spider suit and normal clothes was on Spidey again and Spidey smells something under his pit and lift up his arm and takes a whiff of it and it stinks under there and tells everyone if you need me I taking a bath and they nodded and Spidey walks to the double door which was the bedroom and opens it and closes the doors behind and walks to the dresser and grabs a single pair of underwear and walks to his black parachute bag's side pocket and grabs a Degree adrenaline V12 deodorant and the black parachute backpack was a real parachute the chute was a ram air parafoil, color full black with a blood red Assassin's creed symbol and Spidey walks to the bathroom and opens up the door and closes the door behind him.**

**In the living room everyone was doing their things and Ariel walking around the table and she got bored within seconds and she gets really curious about Spidey and she sneaks to the bedroom and opens the door to the bedroom walk on in and closed it behind her and she trys to find Spidey and she remembers something Spidey say and she walks to the bathroom's door and places her hand on the knob and slowly turns it to the left and opens it slowly and Ariel peers her head in and notices Spidey was taking a shower with his back and she sees his clothes on the table and shifts through the door around it and quietly closes the door and walks to the toilet and sits there and Spidey was washing his hair and moves to his body and 2 minutes later he was done he opens the door of the shower and grabs a towl and wraps it around his waist and he doesn't that Ariel was in the bathroom with him and walks out of the shower and walks up to the mirror and grabs a another towal and drys his hair and Ariel looks at Spidey's abdomen her eyes widen a bit at the six pack ab on Spidey and he was physical fit and smiles pleased with what she sees on Spidey.**

**"Wow..." Ariel quietly says to herself.**

**Spidey's spider sense kicked in and notices Ariel was in the bathroom and looks at the right and she just giggles at Spidey even looks away from him blushes full shade of red on her face and laughs at Spidey's reaction with her in the room.**

**"Oh you little! Ariel!" Spidey yells out at Ariel and he was embarrassment of her in the room.**

**"Sorry Spidey." Ariel apologizes to Spidey and gets up from the toilet and gets out of the bathroom and sits on the bed and Spidey gets on his deodorant and the underwear and his clothes and gets his deadorant and gets out of the bathroom and Spidey tells Ariel apology aceepted and Ariel smiles at him for her apology aceepted and Spidey walks to the black parachute bag side pocket and places the deodorant back in the bag and grabs out a sky blue color skin Ipod cell phone from the bag and puts on the black bag on his back, putting on the straps on his shoulders, buckle the chest strap over the red spider symbol and blending with the symbol and the black tank top and the parachute backpack has a rip cord on the left top side of the strap for releases the chute and the second rid cord on the right side of the strap for pulling in the chute to reused again.**

**Spidey gestures Ariel to follow him and Ariel turns to him to look at him and she nods and Spidey walks to the door and Ariel gets up from the bed and Spidey opens the door and the first thing he sees out of the bedroom was the gang had already came back from the store and got some soda like Coke Zero, Coke-Cola, pepsi, Mt. Dew and Ben even has his smoothies and the sky outside was about get to dark and he walks out from the door and Ariel follows him out of the door and she closes the door behind her and Spidey.**

**"All right ya'll what on the menu tonight hmm?" Spidey asks the gang in a curious tone.**

**"Gee Spidey I don't know but I see you have your phone out so you order some pizza for us please?" MJ asks Spidey from the counter with a smile.**

**"All right MJ all right crap pizza it is." Spidey tells MJ as he turns on his ipod unlocking it and going into contacts Ariel was beside Spidey as she watches Spidey working on a cell phone and about 2 minutes later he finds a Pizza Hut symbol before he press the smybol he asks types of pizza you all want we only have 10 pizzas and they tell Spidey what they and he nods and presses the symbol the phone going into speed dial and Spidey puts the phone up to his ear and it ringing.**

**In a part of New York City the Pizza Hut's workers were busy making pizza and the cashier gets a call and answers the phone "hello this Pizza Hut what's your order sir?" The cashier asks the caller on the phone. "Yes dude this caller who you are talking to is Spidey mate." Spidey tells the cashier in a clam tone. "Spidey as in the Spidey the Ultimate hero that was you save all those people, a baby and you have a beautiful red head girlfriend with you, well then Spidey what the order man and let me guess the gang with you hmm?" The cashier asks Spidey in a exicted tone. "All right man here's the order..." Spidey tells the cashier the order from him and the gang and about 45 minutes the cashier has order from Spidey "thanks Spidey your order will be delivered within 5 mins and it's free dude so bye." The cashier tells Spidey and hangs up the phone and Spidey turns off his phone and places it in his back pocket of the blue light jeans and he tells everyone the pizza should be arrived within 5 minutes and they nod and they start to get the glasses out under the counter and Odette and Ariel looks at Spidey "Spidey quick question thought what's a pizza?" Ariel and Odette ask Spidey at the same time in a curious tone.**

**Spidey looks at Ariel and Odette in a confused look "you two never heard pizza before? Wow all right you two pizza is an oven-baked, flat, round bread typically topped with a tomato sauce, cheese and various toppings. Pizza was originally invented in Naples, Italy, and the dish has since become popular in many parts of the world." Spidey explains to Ariel and Odette.**

**Ariel and Odette's mind were blowed away by the information of the pizza and Odette went to help Chuck with the glass cups and about 5 minutes later they got out the plates and the glass cups and the elevator dings and the doors open up and revealing the pizza man holding about 10 pizza boxes and Spidey runs to the elevator and grabs the boxes from him and Spidey tells the man thanks and the man glimpsed behind Spidey and looks at Ariel and gave Spidey a thumbs up before he left in the elevator and the doors closed and Spidey raise an eyebrow at the pizza man and looks at Ariel behind from the distance and shrugs his shoulder and walks to the table and the gang expect for Altair whiffs at the pizza in hand with Spidey and Spidey places each box on the round table and Ariel and Odette walks to the round table with the pizza and the gang walks to the boxes of pizza and opens up each box and the pizza slices each one has different toppings and the gang with the plates in hand picks up about 5 slices of pizza and Spidey and Chuck grabs four the remaining plates and walks back to the round table and Spidey grabs for 5 slices of cheese pizza and gestures Ariel to use the plate and Ariel grabs the plate from Spidey's hand and grabs pepperoni pizza 5 slices of it and Chuck and Odette does the same and the gang lays their plates on the counter ****and Ariel, Chuck and Odette does the same with the gang and Spidey places his plate with the cheese pizza on the lower counter and Spidey walks around from the counter and sees the remote for the kitchen T.V on the far away table and everyone includes Ariel watches Spidey and Spidey has an idea in his mind and reaches for his secret weapon under his black jacket hoodie and the weapon was the familiar bullwhip that Spidey got from Indiana Jones and he unclips the whip from the whip holster on his light tan belt and Spidey throws the half of the whip back of him and the whip stretches out to the 10ft. length and Ariel looks at the bullwhip in Spidey's right hand and Spidey cockles his arm back and shot it forward and flicks his wrist and the whip creates a looping effect and shots towards to the remote and caught it by the whip's popper and Spidey pulls back the whip that had the remote to him and the whip comes back to him and Spidey caught the remote in his left Red Wings fingerless biker glove and Spidey tosses it to Peter Parker and Peter caught it in his hand and Spidey begins to rewrapping his whip into lasso form and holding it in his right hand and walks to behind the counter with the bullwhip in hand and places his whip on the counter in front of him.**

**Ariel and Odette were surpirsed at Spidey uses a bullwhip to catch something from a distance with percise accuracy of the whip and Ariel also saw the same whip that Spidey used to save her from a shark and Ariel looks at the legendary bullwhip of Indinana Jones "Spidey may I look at your weapon for a second?" Ariel asks Spidey in a curious tone on the whip.**

**"Sure Ariel take a look." Spidey tells Ariel as he grabs his whip and places in front of Ariel and Ariel looks at the bullwhip she feels the leather with her hands and the leather was hard she feels the handle of the whip and Odette does the same with Ariel and about 1 minute later they gave back the whip to Spidey and Spidey puts up the whip under his jacket and reclips on the holster and the jacket went over the whip and Spidey tells Peter to turn on to the show '_Ridiculousness' _and Peter did that and they start to eat their pizza and Ariel and Odette were enjoying theirs and Spidey looks at the show and laughs and the gang does the same and about 20 minutes later they were done with the dinner and Spidey asks his gang where are you sleeping at and they say we don't know and Spidey tells Ariel to get on her pink nightgown right now and Ariel nods her head and runs to the bedroom and to the bathroom and gets on her sleeping wear and Spidey gets out his phone and calls Hammy and tells him to get the sleeping bags for the gang from their rides expect his ride and Hammy tells Spidey all right and hangs up the phone and puts it in his pocket and the gang looks at Spidey in confusion and Spidey tells them you're sleeping in the same bedroom as me and Ariel and they grin at Spidey and Spidey reaches for his Spider Morpher and presses the button and the hatch open up and the nanobots come on out from the wrist watch and covers up his body expect for his head and his Spiderman Unlimted suit is online and Ariel walks out from the bathroom with her night gown on and puts her blue bag on the table beside the bed and grabs out her stuffed Spidey toy on the bed and walks out to the living room and Ariel walks up to Spidey and stands by his side and Spidey tells Ariel that gang are sleeping with us in the bedroom tonight and Ariel smiles at Spidey and Spidey smiles back and the elevator dings and opens up the doors and reveals Hammy with a cart holding about 24 sleeping bags and Spidey thanks for being up the bags and Hammy nods his head to Spidey and the gang starts to grabs their sleeping bags from the cart and Spidey tells Ariel to get to bed and Ariel runs to the bedroom and untucks the cover of the bed and gets in and pulls the covers on her and untucks Spidey's side of the bed and the gang lays the bags on the ground in the living room and goes to the back bathroom they line up and they get on their sleeping wear (Altair's wears a white tank top, white shorts and his hood, Ryder's wear is a black tank top, black shorts, some black goggles and his black bandana, Chuck's wear was bare chest, red shorts, Odette's wear was a white verison of Ariel's nightgown, Peter's wear sweat pants, Ben's wear bare chest and black shorts and the rest has different clothes.) The gang grabs their sleeping bags and Spidey opens the door of the bedroom and Spidey tells everyone to spread out and find a place to lay down and the gang lays out in different places some to the window, the dresser, around the bed and the bathroom and Spidey claps the outside lights in the living room and the lights shut off and Spidey closes the door behind him and Spidey jumps to the ceiling and wall crawls over the gang and Ariel looks up the ceiling and sees Spidey above him and Spidey web-yoyo to the bed and Spidey looks at Ariel upside and the gang looks at Spidey and Ariel and Spidey jumps off of the web line and it disappears into thin air and lays down in the bed and pulls up the covers on him.**

**"Night mates." Spidey tells his gang as he reaches for the lamp.**

**"Night Spidey, night Ariel." The gang tells Spidey and Ariel as they lay down in the sleeping bags and lay their heads on some pillows.**

**Spidey turns off the light from the lamp and lays down in the bed with his head on the pillow and Ariel does the same and holding her Spidey toy in her arms and closes her eyes and Spidey was facing away from Ariel and she sleep for 2 hours and Spidey hears dropping from outside as rain as it begin to pour.**

**After a moment, Ariel awake up to the dropping of rain and she sat up a bit and flinched a bit. "What's that Spidey?" Ariel asks Spidey in a quiet curious tone.**

**"Hmm?" Spidey says as he was asleep with his eyes closed and laying on his side.**

**"That noise. It sounds...like rocks are falling or something on the window. Is someone on the roof." Ariel asks Spidey as she looks at the window from the bed.**

**"No. It's rain." Spidey tells Ariel as still has his eyes closed and laying down.**

**She was on her side, facing away from him. As his words, she rolled over a bit to her back holding her mini Spidey in her arm and Spidey rolls over on his side and facing her and opens his eyes lightly and looking right at him like he'd just spoken in another language. "What?"**

**"The rain? Oh, that's right. You've probably never heard it before Ariel, right? It's water that falls from the sky." Spidey explains to Ariel in a quiet tone.**

**"The sky?" Ariel sat up putting her mini Spidey in between the pillows and turning her head to the windows of the bedroom, looking past the dripping glass windows to see a crying sky to confirm this. "How...?"**

**"It's a cycle," he yawns. "Water evaporates into the air and up to the clouds where it stays and once they get too heavy and full of water, it rains back to the Earth to help plants and stuff live and repeats forever. It's...recycling for water." Spidey explains to Ariel in a quiet tone not trying to wake up the gang.**

**"Does the water come from the ocean?" Ariel asks Spidey in a curious quiet tone.**

**He shrugged under the blankets. "Some of it."**

**"So...I've swam back at the ocean that's been in the sky?"**

**He smiled at her little childish curiosity. "You've swam in that's been all over the world."**

**He could barely make out the bright smile that spread across Ariel's red mouth. "How can that be?**

**"Water never dies. I just told you, it goes through that cycle. From the first day, until the last. That's the life of every drop of water."**

**"Whoa..." her whisper barely fought the sound of the splashing raindrops. He watched her for a few moments as the rain got harder, her eyes focused, taking it in. He couldn't imagine what she must be thinking; it nothing for him, something he'd grown accustom to throughout his life. But this was new to her, and it might have meant something to know that the waters she's used to lived in goes through something like thatm been everywhere at least twice and seen more things than she could ever dream.**

**A loud noise from outside, a flash of a single white light caused her to let out a yelp and throw herself back against the headboard. It startled Spidey as much as her, nearly making him wide awake with his eyes open to widen as big as possible. She was breathing heavy, hands clutching the covers as if her life was being guarded by them. "Ariel?"**

**"What...?" She wasn't responding to him, but rather asking what the crap had just scared her.**

**"It's just a little thunder and lighthing. It happens when it rains."**

**"All the time?"**

**"Well, no...?"**

**Another bang and a flash. Her eyes pressed closed, her hands flying to cover her ears. Ariel's body curled into an almost upright fetal position. "I don't like it Spidey!"**

**Spidey sat up in the bed and moved close to her, not feeling a sudden chill due to his Spiderman Unlimited suit's temperature control, no longer concealed in the warmth of the bed. His arms went around her. "It's okay, Ariel, shh. It's just a little thunder and lightning. It can't do anything to you."**

**She whimpered. "I'm sorry..."**

**"For what?" He laughed a little.**

**She, however, did not. Removing her hands from her ears and peeling her eyes open, she looked up at him sheepishly like a frighened child. "For making you comfort me over something so...silly."**

**"Don't be. I don't mind. As long as you feel safe, I don't care what I do." He gave her a warm smile, which seemed to help her a little. "Just try and get some sleep."**

**The both of them resumed their postions, him facing away from her, her facing him. Spidey can feel Ariel's movement as the sounds and lights continued, and she reacted every time. He turn on his side a bit and watched her behind him, how she winced each time it happened, and slowly watched her uncoil and relax, almost just as she did, it happened again. He could see how tense she was from the muscles in her body. Feeling bad, he could do nothing for her and lays back on his left side.**

**She opens her eyes lightly and staring back at Spidey's dark brown hair without his cap on his head and asked him to, taking him up on his word. "Spidey?"**

**"Hmm?" He was getting sleepy. The thunder and lightning didn't bother him at all.**

**A silence ensued. For a moment, he figured she had nodded off, but she spoke up again, keeping her voice at an embarrassed whisper. "Will you hold me Spidey?"**

**The eyelids that once felt impossibly heavy now snapped open and Spidey turns over his right side and facing Ariel. A heat wave spread over him, making feel like a wall of sweat at just escaped his face. Heart flying within him, stomach suken, he croaked out a "Uh..." before automactically moving closer to her. How the crap do I do this?**

**Somehow, she could tell what he was thinking. She shifted up to Spidey and Ariel grabbed both of his arms and wrapped it around her waist, causing him to be right up against her body in her night gown, contorting his to match how hers was laying. Ariel kept her arm atop on Spidey's arm and the other one under her body and shifted right up to Spidey and places her head under his chin and nestled in his chest, under his chin and Spidey entwining his fingers. Spidey wanted to explode. He smell her scent from her hair and it smell like a patch of roses in her hair. He could feel every movement from her - every muscle retracting, every breath which caused her to sink into him a little more. But once she sighed contently, he seemed to feel the same, smiling, glad she couldn't see it.**

**For a while, every time a bash of thunder and lightning came, he could feel her every flinch in his grasp, Spidey sleeps through that and squeezed his arms tightly to let know he was there, that everything was okay. After a while, her flinching softened and finally came to an end as she drifted off into sleep. She wraps her arms around Spidey's waist and returned the squeeze and fell off the edge into a dream.**

**This entire thing was like a dream to him. This simple act was as intimate as he had ever been with her, and yet it was so innocent he felt ridiculous. She was so warm, so comforting, so soft, he snuggled into her a little more, hoping not to wake her. Success-she only sighed and moved back into him, his chest. Unbelieving of this moment, he began to count in his sleep each of her slowing breaths as he, himself, crossed over into a deeper dreamworld than he was in now.**

**The next morning and the little yellow alarm clock reaches 6:00 am in the morning and Spidey sense the alarm was going off and Spidey release an arm around the sleeping Ariel and shut down the alarm by the snooze button.**

**Spidey looks at the sleeping Ariel in front of him and smiles at her and Spidey wakes up Ariel by her shoulder and gently shaking her "wake up Ariel." Spidey tells Ariel in a soft tone and about 2 mins later Ariel slowly awake up from her sleep and Ariel looks at Spidey and smiles at him and releases her arms from Spidey's waist "morning Spidey." Ariel tells Spidey with a smile.**

**"Same to you Ariel." Spidey tells Ariel with a grin.**

**Ariel sat up from the bed and notices the gang in the same room with them and Ariel grabs her blue backpack from the right side table of the bed and asks Spidey if is a way to get over the gang and Spidey tells Ariel simple my little friend up and Spidey gets out from the bed and jumps to the wall behind him and sticks there and reaches for the covers on the bed and retucks the sheets under the pillow and Ariel gets out from the cover on the bed and Ariel retucks the covers under the pillow while jumping up a little on the bed and Spidey jumps off from the wall and stands on the bed Spider-Man style and Ariel gets on Spidey's back and Ariel rests her chin on Spidey's right shoulder and Spidey jumps off from the bed to the wall and sticks there and crawls to the doors and Spidey press open the door and the door slowly open and Spidey crawls from the wall to the door with Ariel and Spidey closes the door quietly trying not to wake up the gang and Spidey jumps off from the wall and lands on the floor with such grace and Ariel gets off from Spidey and tells Spidey she be right back and Spidey nods his head and Ariel runs to the bathroom in the main room of the penthouse and Spidey goes to the sofa and sits there and waits for Ariel and notices something was not right and notices his cap was not on his head and gets up from the sofa and sneaks to the bedroom and open the door and sees his cap on the table and shoot out a web line to the cap and the web grabs the cap and Spidey yanks the web line towards him and Spidey grabs the cap and puts it on his head backwards of the long front part in the back of his head and Spidey notices one of his gang is waking up and Spidey looks at who was waking up it was Gwen waking up and she notices Spidey was up and looks behind her and sees Spidey at the door way and waves at him and Spidey waves back to Gwen and tells her good morning and Gwen does the same and gets up from her sleeping bag beside by Kevin and grabs her clothes and walks over the gang and gets to the bathroom and gets dress and about 2 minutes later she walks out of the bathroom and walks to her sleeping bag and zips up the zipper and rolls up the bag and Spidey walks away from the door and Gwen walks out from the bedroom and Gwen had her auburn hair in a high pony tail and wearing two black flats, hugging gray jeans on her lower body, red shirt with black vest and sits at the sofa and Spidey also notices Ariel forgot something on the bed and it was her mini Spidey and Spidey shot out a web line to the mini Spidey and yanks it to Spidey and the mini Spidey was flying to Spidey and Spidey caught it in his hand and Spidey walks to the sofa and lays the mini Spidey on the coffee table in front of the main T.V and Gwen has her sleeping bag with her in her hand and looks at Spidey and Spidey looks at Gwen and she stands up to her full height to Spidey and Spidey notices he and Gwen were at the same height.**

**"Hey Spidey where's Ariel at?" Gwen asks Spidey in a curious tone.**

**"Getting dress Gwen." Spidey tells Gwen as he points to the bathroom and Gwen looks at the bathroom in the hallway and Spidey deraises his arm down and Gwen could sense one thing in Spidey the first thing he has a plan in him and about 2 minutes later Ariel got done getting dress in the bathroom and she walks to the living room and notices her mini Spidey on the coffce table and grabs it and gets off her bag from her back and places it in the bag and puts her bag on her back again and Ariel looks at Spidey and grins at him and Gwen looks at Ariel and notices that grin from everywhere and sense within her every time she looks at Spidey she is falling in love with him and Gwen can maybe tell the gang about this and Spidey senses the gang was up and adam from the bedroom and the gang in the bedroom gets up and they go to the bathroom line up one by one and about 45 minutes later they walk out from the bedroom with their sleeping bags in arms and Spidey reachs for his Spider Morpher on his right wirst and shuts down his Spidey suit as the nanobots retrace into the watch and about 7 seconds later the watch's hatch closes up and Spidey's clothes was on again and Spidey walks to the elevator with the gang and the elevator doors opens up and they walk in and the door closed up and the elevator goes down to the lobby and about 3 minutes later the elevator reachs the lobby floor and the doors open up and the gang walks out of the elevator and the doors closed up and Spidey sees Hammy at the front desk and Spidey whistles to Hammy and Hammy hears Spidey and Spidey tells Hammy think fast and Spidey tosses the key in his hand to Hammy and Hammy caught the key in his hand and Hammy tells the gang good bye and Spidey does the same and gives Hammy a Matt Hardy style finger poss while walking out the hotel and they head to their rides and Spidey tells Eva and MJ to put those camp forks in the Mystery machine and Shaggy and Scooby Doo help Eva and MJ with the forks into the Mystery machine and everyone gets into the rides and Spidey and Ariel were in Spidey's ride and Spidey starts up the car and the engine roars like a wolf howl and Spidey steps on the gas paddle and the car moves to a drift spin and straighten to the road and Spidey steers the steering wheel to the right on the highway and everyone follows Spidey and Ariel out of the NYC and heads to the next destionation about 100 miles from NYC.**

**"Ariel our next destionation is a another forest area called KY forest or Kentucky forest the greenest forest in the world." Spidey tells Ariel as he drives to the KY forest and the car hits 212 mph and Ariel got used to the Lamborghini Murcielago LP 670-4 SV top speed and Ariel lays back in the seat with her seat belt on and the gang keeps up with Spidey and Spidey looks at Ariel "Ariel would hear some travel music?" Spidey asks Ariel in a curious tone while driving on the road.**

**Ariel looks at Spidey and smiles "yeah Spidey I do." Ariel tells Spidey with a grin.**

**"All right then Ariel here's one." Spidey tells Ariel with a smile and grabs from the car mirror in the car and opens up the cover and grabs a Rascal Flatts cd label 'Me and My gang' puts in the cd radio and Spidey turns on to track 14 on the cd 'Life is a highway' and Ariel listen to the music and looks at the highway outside from the car and Spidey listen the music and relax of the song and about 99 miles later they reach to the KY forest and Spidey turns the car to a hard right and drives on the dirt road and the gang follows Spidey and Ariel and about 5 minutes later Spidey reachs a big opening in the KY forest and Spidey slams the brakes on the car and the car stops on a dime and Spidey drives the car under some shady trees and Spidey parks his car there and turns off the car and the gang puts their rides under the same trees and everyone gets out of the cars and the jet and Spidey and Ariel gets out of the car and they closed the doors and Spidey walks to the front trunk of the car and opens it up and grabs the green travel bag and Ariel grabs the two sleeping bags in the trunk and places them on her shoulders and Spidey closes the trunk and Spidey and Ariel walks to the back of the car and Spidey drops the bag on the ground and Ariel gently lays the bags on the ground beside by the green travel bag and Spidey unzips the the bag and gets out the cover of the mossy oak camo cover tent and Spidey grabs the stands of the tent and Spidey starts to place the spikes to hold the tent in place and Spidey works fast as he places the spikes in the ground and ties up the black strings and Spidey ties the cover to the strings and Spidey grabs the stands for the tent and Spidey grabs the front cover and opens up and walks in and he starts to relocated the stands and places them in the front and the front stands up and Spidey crawls to the back and places it in there and the back stands up and Ariel grabs the sleeping bags and walks up to the tent and Spidey sticks his head out of the tent and Ariel gives Spidey the bags to him and Spidey thanks Ariel for that and Spidey unrolls the sleeping bags and places them each side and Spidey crawls out of the tent gets up on his feet and Spidey sees the gang does the same with their tents and about 30 minutes later they got done with setting up camp.**

**Spidey and Altair notices they needed some firewood and Spidey and Altair search for some and Altair uses his Eagle vision for used in search of firewood and he looks up at the mt size rock and sees that Thunder found some at the top of the rock "Spidey up there." Altair tells Spidey in a calmed tone.**

**Spidey looks up at the rock and sees Thunder on top of the firewood and Spidey and Altair gets into a running stance and they take off running to the flat wall of the mt size rock and Spidey jumps up to the rock and uses his wall crawling ability to climb up and Altair scales up the wall by the way of Conner Kenway climbing way and they crawl and climb pretty fast to the top and about 30 seconds later they reach the top and Thunder gets off of the logs and Spidey and Altair walks to the firewood and Spidey gets his mini notebook out from his pocket with pen and wrote 'grab the firewood as they come down and someone set up a patch of hay at the bottom of the ground' Spidey rips off the note from the notebook and places the notebook and pen in his back pocket and gives it to Thunder by the beak and Thunder takes off to the sky and gets to the ground and Spidey walks to the edge of the mt size rock and Altair starts to grab some wood in the pile and Altair tosses it to Spidey and Spidey caught it by high reflexes and throws it over the edge and at the ground Virgil sees some firewood coming to the ground and Virgil lights up his hands with his static powers and blast at the wood and his powers caught the five firewood and lay it on the ground in the middle of the opening and on the top Spidey and Altair saw Virgil caught the firewood and put it in the middle of the opening and they see that Chuck manage to get about 4 big logs from within the forest and Spidey and Altair were at the edge of the rock and Gwen sees them and Gwen cast a spell with her powers and made a big patch of hay and Spidey and Altair sees that and they look at each other and nodded and stand up and walk backwards and Ariel looks up at the rock size mt. and Spidey and Altair runs to the edge of the rock and Thunder sings it song as Spidey and Altair jump off of the rock does the leap of faith with their arms in a eagle spread style and legs together as they dive to the hay on the ground and they flip in the hay and land in the hay and they get out of the hay and Spidey and Altair walks to the 4 big logs in the middle of the opening with the firewood and the gang sits on the logs like back in Timber Forest.**

**"All right ya'll tomarrow is the next destionation the Solar mts. and I got a plan how to get them out of there so listen up and listen up good so here's the plan." Spidey says to the gang and he tells his plan to the gang as he explains his plan to the gang and about 5 hours later they got plan in their minds even include Ariel and they notices the sky was getting dark and Spidey tells Ryder to light up the firewood and Ryder nods his head and gets up from the log he was sitting on and he gets his sword of sound based samurai sword element blade fire and earth out from his black sheath and shouts out the sword of sound fire and the blade lights up with Ghost Rider style fire and Ryder puts his sword in the pile and the firewood lights up with fire and the sword shuts down and Ryder puts his blade in the sheath and the sword of sound disappears in a Ghost Rider style flame and sits again on the log and Eva and MJ goes to the Mystery machine and open the double doors and grabs the camp forks and the food and closes the doors they walk back to the campfire with the stuff and they pass out the forks to the gang and does the same to the food they start to get set up their forks with food and roasts it over the fire and about 20 minutes later they got done with their food and Spidey gets up from the log and stretches his bones and tells everyone he and Ariel are turning in for the night and Ariel smiles at Spidey and she gets up from the log and walk to their tent and Ariel unzips the front of the tent and she crawls into the tent and Spidey reachs his Spider Morpher and activtes the watch and the hatch opens up and the nanobots gets on Spidey's arm and about 7 seconds later the Spiderman unlimited suit is online and he crawls in and zips up the zipper of the tent and they went to sleep like in Timber Forest.**

**Gwen sighs "guys there is something I got to tell you." Gwen tells the gang in a calmed tone.**

**The gang looks at Gwen in a curious look "Gwen what it is?" Ben asks Gwen in a curious tone.**

**"Ya'll you did notice about Spidey's girlfriend Ariel just smile at Spidey." Gwen tells the gang in a calmed tone.**

**"Yeah Gwen I did notice that smile on her face." Ryder tells Gwen in a calmed tone.**

**"Really Ryder?" Kevin tells Ryder in a smirk tone.**

**"Yea Kev it is and that smile now that me and Altair know about that from everywhere." Ryder tells the gang as Ryder and Altair high five each other.**

**"And Gwen that smile you say about does that meaning?" Chuck asks Gwen in a curious tone.**

**Gwen, Altair, and Ryder think in their minds and about 6 sceonds later they say this "they in love!" and the gang nodded at this.**

**"No wonder dudes they sleep together and she only does it to be with him and trust me ya'll if they in love which means Spidey will protect her with his life and that promise they made when she almost got eaten by a great white shark that means she loves him, he loves her and just maybe someday they may get married and that ya'll that's why we need them to do that. You know get them to falling in love and get them married all right ya'll that's the plan to that and beside he our leader and she our's friend all right mates." Chuck tells the gang in a calmed tone.**

**They nodded and they look at the mossy oak tent and they determinated to do that and they get up from the logs and Altair puts out the fire with his sword of sound element blade air and water and Shaggy, Scooby, Eva, and MJ grabs the food and the forks puts them in the Mystery machine and they get into their tents and rest in for the night.**

**The next morning Spidey and Ariel wake up to Spidey's mental alarm again and they smile at each other and Spidey gets out from his sleeping bag and Spidey rolls up his Power Rangers Time Force style sleeping bag and Ariel gets out from her the same sleeping bag that Spidey has and rolls it up and Ariel puts on her black slippers on her feet again and she crawls to the front of the tent.**

**Spidey follows Ariel to the front of the tent and she unzips the zipper down and she crawls out of the tent and Spidey does the same and they were out of the tent and she and he stands up to their full height as Ariel was shorter than Spidey and he was taller than her and they had their sleeping bags in hands as they walks to the front of the car and Spidey opens up the trunk and they place the bags in it and Spidey runs back to the tent and starts to take it down by the sticks and about 50 seconds later Spidey takes down the tent and places the cover into the green travel bag with the sticks in it and zips up the zipper on it and grabs the green travel bag runs back to the front of the car and places the bag in there and Spidey closes the trunk and Ariel removes her blue back pack and grabs her Ezio style hoodie from it and puts it on and she puts back the back pack on her back with her hood down and Spidey senses his gang gearing up for the rescue of the half gang of The Roadburners v2 and the first one out of their tent was Virgil and Richie as they were in their Static and Gear costumes with Virgil's clothes blue sun glasses, white mask, black t-shirt with a lightning symbol on the front, black pants, long black trench coat, and black gloves and Richie's is a helmet with a green filter visor, muscle shirt green, green pants, gray shoes and on his back is his Backpack robot as they take down their tent and the next one to wake up is Peter Parker with his wife Mary Jane Watson as Peter Parker was in his Spider-Man costume which was the red, blue with black webbing and a black spider symbol on the front and his mask on his head with MJ because she has spider powers like Peter Parker and her costume was the Spider-Woman style as they take down their and everyone else wake up and start to take down their tents and about 20 minutes they had their tents taking down and Eva puts her tent in the Mystery machine and everyone else gets to their rides and Spidey was still in his Spider costume he tells Ariel to get in the car and she nodded and she walks to the right side of the car and open up the door and get in and closed it and buckle up.**

**Ryder pushes his bike and he sees Spidey and he walks with his bike in his hands as he pushing to Spidey "ready to go Spidey?" Ryder asks Spidey in a curious tone.**

**"Yeah Ryder I'm are you?" Spidey asks Ryder the same question to him.**

**Ariel rolls her window down and leans her head out of the car and sees Ryder with Spidey as he gets on his bike.**

**"One word Spidey. Let's ride." Ryder says that in a Johnny Blaze style and starts up his bike as he drops down on the seat and he transforms into his Ghost Rider form his glasses and bandana disappear from sight and his black jacket spike up and his gloves did the same and his skull lits up on fire and Ariel got in surpirse at Ryder's power of the Ghost Rider the Spirit of Vengance and Ryder was armed with his chain whip and shotgun, his rifle on his back with the shotgun and the whip, his pistols on his sides of his hip and his sniper rifle in his saddle bag broke up and Altair rode up to Ryder and Spidey and Ryder's bike wheels flame up with the Ghost Rider flames and Spidey runs down to his left side door and opens up his door got in and closed it and Ryder revs his bike and back up and Altair did the same and Spidey buckle up and starts up his car and back up his car and turns the steering wheel the car spins around and was now in the front of the dirt and Spidey revs his engine and Spidey unlesah his parking brake and puts it into drive and speeds up to 50 mph and Altair's horse kicks up some speed and Ryder does the same with Altair and everyone else follow those three and about 5 minutes later Spidey reaches the highway and Spidey drifts to the road and they drive ride and flight to the final area on their road trip the Solar Mts about 300 miles and they through drive the rest of KY forest and about 20 miles later they reach a another forest but this forest was called Death Forest this forest was a deadly forest with dead trees, really foggy on the ground and really dark night sky Spidey turns on his blue neon light under carrgie to a bright light and Spidey's mask was back on to the full view of it and done by auto his night vision mode on in his white eye pieces and Ariel puts up her hood and blinks one time and she notices her vision was giving off a strange glow and she looks at Spidey and she sees that glow on Spidey has a golden glow and Spidey sense Ariel is staring at him and turns his head and looks at Ariel and notices her eyes were glowing with a bright\dark light blue in her eyes and that hoodie has giving her the Eagle vision and made her a Assassin like Altair and him because Spidey is half superhero\Ultimatrix wielder\Assassin and Ariel blinks again and her Eagle vision shuts down and Spidey turns back on his eyes on the road and drove through the forest about 100 miles later they reach a big tunnel about 100 ft in length as the gang drove though the tunnel T-Bone take his jet down and refolds the wings and fly through the tunnel and about 5 minutes later Spidey and the gang reachs the end of the tunnel.**

**When Spidey and his gang got out of the tunnel they drove on the road and they saw the mts of mts the Solar Mts it was like the Mt. Everest with the mt Himalaya's range in China and India which the height was about 29,035 ft in the sky and Spidey and Ariel look up at the mt range and they look at each other and they had a determined look in their faces under his mask, under her hood and Spidey presses the same button in the car from Pigeon Forage, Tennessee and tells T-Bone, Razor to go on head and T-Bone says all right and takes off to the sky and boost over the mts and Spidey tells everyone to follow and do it fast and they agree to that and Spidey depress the button and the comm link turn off and tells Ariel to hang on tight and she nods and Spidey goes over drive as he presses the two red buttons on the steering wheel and a pressure sound was made and the needles in the dials go to full pressure as they go to full acceleration and the car send off with the burst of speed and Spidey drives the car up the 5 miles length of road with 4 curves and the gang follows Spidey and Ariel up the mt.**

**On top of the mt T-Bone, Razor and Po reach the top of the Solar mts T-Bone and Razor got their Glovetrix on their right forearm and they were waiting for the other members of the gang to get up here.**

**"So the source of the signal is on the top of Solar mts and it located under this lake measured about 300 ft deep loaded with razor sharp rock spikes and they in a castle house style manor with shielded bubble on the windows and the front door." T-Bone says as he looks at his Glovetrix rader of the fortess under water.**

**"I agree with you T-Bone and who ever kidnapped the small half of the Roadburners v2 will their tails kicked." Razor says with T-Bone as they waited for the gang to arrive.**

**"Same here you two and I'm about unleash powers of Awesomeness this like and this." Po agrees as he does some kung fu moves like the way of the Dragon Warrior.**

**They start to a familiar engine sound as they looked behind them and see the yellow car in front of the gang and Spidey steps on the brakes slowing down his speed and spins drifts about 3 times before coming to a complete stop and the gang slows down their rides and Altair gets off of his horse and Ryder parks his bike beside Amy and gets off of it and everyone gets out of their rides and runs to T-Bone, Razor, and Po at the lake and Spidey and Ariel gets out of the car and runs to the lake with the gang.**

**"So they under here ya'll?" Spidey asks the three in a curious tone.**

**"Yeah Spidey they are under there." Razor tells Spidey in a calmed tone.**

**"Quick question Ben who is the new members of the gang after I was gone in the sea? Because I know about the two Bumblebees." Spidey asks Ben in a curious tone.**

**Ben looks at Spidey through his mask's eye pieces "their names are Kara, Barbara, Sari, Jack, Miko, Rafael, Krypto, Prowl, 2 Bulkheads, 2 Rachets, Acree, and 2 Optimus Prime Spidey they came to help us to find you until now and Krypto came in to do the same with us and now we rescue them from who ever is caught them."**

**"I see Ben and Gwen shield up!" Spidey says as Gwen generating anlong with Bumblebee in his bi-pedal form a big hamster size ball with the gang pink shield and Ariel looks at it in wonder and Spidey with the gang walk to the lake and take a dive into the water and they sinked to the bottom of the lake and about 4 minutes later they reach the bottom of the lake and they see the Forever Knights style house castle about 50 yards away from them.**

**Spidey turns to Ryder "Ryder got the box with you?" Spidey asks Ryder for the item of the plan that Spidey had come up with.**

**"You mean this Spidey." Ryder speaks in his Ghost Rider voice as he pulls out from behind him a pizza box and hands it to Spidey and Spidey looks in the box it was a fake chesee pizza with a M67 grenade the pin was in the grenade and Spidey closes the box and Spidey walks to the front door with the gang in the shield and he knocks on the front door.**

**In the castle house the guards were in the house the Templars from Assassin's creed series and about 20 in the area of the living room watching TV and two were at the front door and one of them hear the knock on the door and one walk to the door.**

**Back outside of the house Spidey reopens the box and grab the grenade's pin and pull it out and places the grenade in the box and closes the box and the front door open with the Templar "here's your pizza man." Spidey was in a pizza man outfit with the gang no where in sight expect they in invisible and Templar gently grabs the pizza from Spidey and tells him thanks for the pizza and closes the door on Spidey and Spidey's costume was back on him and the gang reappears.**

**"Ya'll I got pizza." The Templar tells to the other ones and one on the sofa turns to the Templar with the pizza box "dude that ain't no fucking piz..." The Templar didn't even get to finish his sentence as the box blow up from the grenade in the box and smoke in the area of the Templars were dead due to the grenade's explsion and about 2 minutes later the smoke clean from the air and the front doors open up with Spidey and the gang and Altair smiles under his hood with the Templars died and Shaggy closes the doors behind them and Spidey tells to follow me and do it quickly and they nodded with Ariel also and they ran up the stairs and run down the hallway and about 10 minutes later they stop at the end of the hallway and sees the half of the gang in the ice they were froze up and Spidey was about to give the command to melt this ice when a evil laugh echo in the hallway and Spidey, MJ, the 2 Peter Parkers's spider sense going off like really nuts and Spidey grabs Ariel and tells everyone to get away from this spot right now and they ran back away from the ice prison and a lighthing bolt shot down to the ground from above and Spidey puts Ariel behind him and Ariel hides behind Spidey and smoke was front of them and a figure in the smoke and everyone armed their powers, weapons, stances and Ariel stands beside by Spidey with her hood up and when the smoke clear a light green skin woman really skinny with a black octopus body, white hair stand up and a familiar wand was in her hand and smiling evilly as she sees a familiar person with the gang in a white hoodie and Ariel hides behind praying for Spidey to protect her and the gang hides Ariel them with Spidey in the front.**

**"Well, well, well isn't that Ariel in the back with you fool." The woman was name Morgana and she laughs evilly at Ariel behind Spidey and the gang she fearful clenches Spidey's arm tightly wiht her all might and Spidey feels that pressure on his left arm and looks behind him with his head and feels Ariel's fear from her and Spidey tells Morgana to leave her alone or else and she says or else what.**

**Morgana uses the wand and fires at Spidey with a dark green beam and the beam was flying at Spidey and Gwen generated a Mana shield at Spidey and the beam didn't get Spidey due to Gwen's Mana powers and Spidey tells Gwen thanks for the save and Gwen grins at Spidey and Spidey turns back to the Ursula's crazy sister with the wand and smiles angry at her and the nanotech's right side removes and Morgana about to used the wand again and Spidey quicker then lighthing unclips the whip holster and quick draws the bullwhip and shot it at Morgana's right hand with the wand and she was disarmed and she was shocked as the wand from her hand was grab by the bullwhip's popper and the whip was pull back to Spidey and Spidey caught the wand in his hand and Spidey puts back his whip on the belt and the nanotech put back over the whip and Morgana she is mad now at Ariel's boyfriend Spidey and Spidey tells Ryder to do it and he nods and steps in front of Spidey and Morgana looks at Ryder and Ryder looks at Morgana dead in the eye looks like a mexican showdown only thing is missing a tumble weed in between this and Morgana smiles evilly and Ryder notices that smile from everywhere and Ryder goes for his Colts revolers and Morgana is about shoot a beam from her hands but Ryder beat her to the punch as he quick draws his pistols and aims them at Morgana's head and cocks them "heeeeerrree comes the lead enema!" Ryder says as he pulls the triggers on the guns.**

**BANG! BANG!**

**A whining boom and crack sounded out and a flash of fire came out from Ryder's Colt S.A.A .45 revolers and before you know it Morgana felt thudding and piercing in her head as two bullets shot from Ryder's guns and her eyes roll in the back of her head and she drop face first into the ground and her body turn into dust from the shot of Ryder's Colts and Ryder spun them around and holstered them like a gunslinger in a Western movie and Ryder gets out from his Ghost Rider form and his black sunglasses, bandana reappear and smiles at his work of the gunslinger.**

**Spidey tells everyone to step away from him and they did that as Spidey helds the wand in his left hand and brings his knee up and brought it down on the knee and snapping the wand in half and drops the pieces the wand onto the ground from his hand and Spidey's spider sense kicked in as he looks at the ice prison and notices a red glow coming from the ice and Spidey's mask switch to thermal vision as Spidey look at the biggest heat source and sees that Kara and Krypto blasting away the ice with their heat vision and the ice started to melt away and Spidey tells Ariel to unclenched my arm and she did that and tells Chuck to help them with the ice prison and he nodded and they walked to the side of the ice prison and Spidey turns to everyone and tells Gwen to shield up and brace yourselfs and Gwen put up a shield over the gang and Ariel looks at Spidey and notices that same stance from her dream back in Motorcity v2 as Spidey and Chuck get into the SCM stance and they stomp their left leg into the ground for 3 times and 4 seconds later they drew back from the ice prison and kick up their left leg into the side of the ice prison with their superhuman strength conneted with SWEET CHIN MUSIC and the ice shattered like glass as the ice's shreds flying out from the cave size hole and Kara and Krypto stop using their heat vision and Gwen power down her shield and the gang along with Spidey and Chuck help the small half of the gang Spidey carried Kara Kent out of the prison in his arms with Ariel carring Krypto in her arms as the rest of the gang help Barbara Gordon, Jack, Sari, Miko, Raf out of the cave as the other ones with superhuman strength carried the Transformers out of there and Spidey gently put Kara on her feet as she come to and Krypto did the same and Ariel gently Krypto on the ground and she walk back to Spidey and Spidey sees Ariel stands by his side and Kara notices this girl with Spidey and Spidey held out his hand and Kara saw that and shakes his hand and tells him thanks for the rescue and Spidey says no problem and everyone come to and they look at Spidey and Ben told them that's Spidey and Spidey tells Altair and Ryder to grab your swords of sound because we are out of here and they nodded and Spidey tells Ariel to keep up and she smile and she walk to his back and got on by her arms wrap around his neck and her legs wrap around his stomach and told everyone to keep up and Spidey broke into a run and Altair, Ryder did the same and everyone did the same also.**

**They ran down the hallway 10 minutes later they reach the stairs and ran down them and Spidey looks at the really bigs in front of them "Altair let it rip!" Spidey tells Altair as he uses the sword of sound "sword of sound elemental Air." Altair shouts as he vertical slash the blade and air current shot out from the katana as they hit doors wide open and Ryder going to do the same thing "sword of sound elemental Earth." Ryder shouts as uppercut slash and a light beam shot out and those spikes outside of the castle creating a ramp to the surface and Altair reuses the sword of sound and a water current shot out from the tip of the blade and the water current broke into two as they push back the water to the sides and Altair, Ryder puts back their samurai style swords on their sides and they ran through the door way and ran up the ramp and Spidey notices the wind around them pick up a bit and Spidey knew that Hypercane is coming and told everyone this "time to hit the road jacks" Spidey says as runs to his car and stop on a dime and Ariel got off of him and Spidey opens the door for her and she grins at him for that and she got in quickly and Spidey closed the door as Ariel strap in her seat belt over her and Spidey runs to the left side of the Lambo and gets his door open as the other ones get on, in their rides and the Autobots transform into their car form and Spidey gets in and closed the door and strap in his belt and Ariel looks at Spidey under her hood and Spidey inserts the key into the ignition and turned forward as the 6.5 liter v12 engine came to life "I feel the need...the need for speed!" Spidey says that as steps on the brakes and gas paddle and making the wheels spinning in the ground doing a burnout and Spidey let's go of the brakes and the car goes about 20 mph as while building up speed. "YEE HAW!" Spidey shouts as he drives the car and Ariel smiles at Spidey and everyone follows Spidey and Ariel down the mt and about 20 minutes later they reach the bottom of the mt and Spidey opens up the comm link and tells everyone if anyone has a speed booster or N2O use it and they agree and Ryder's Ghost Rider from reppeared and his wheels caught on fire and Altair's horse uses the Ghost Rider power and her feet caught on fire meaning she is using her speed of the Ghost Rider's horse power and Spidey turns off the comm link and tells Ariel to lay back in your seat and she nodded and did that and Spidey press the buttons on the steering wheel again and the car full speed ahead and they race through the tunnel, through the forest and everyone got of the Solar mts range and back there the clock struck mightnight at the Hypercane came down over the lake with the fortess and suck it up and turning it into a pile of rubble and Spidey races back to Motorcity v2 with the gang the whole gang and about 24 hours later they reach back to the home of the Roadburners v2 Motorcity v2 as Spidey drives through the city and they reach the house and T-Bone fly back to the hanger within the spider-cave and the hanger doors open up for the gang and they drive down to the hanger and the Autobots drive to the left into their bases in the cave and Spidey and the gang parks their rides in the hanger and Altair puts his horse in a stable and Spidey and Ariel got out of the car and they closed their doors and Spidey's mask was removed by nanotech to in between the neck line and chest line as he walks to the front of the trunk and opens it and Ariel removes her hood letting her red long hair drop to it full length and Spidey grabs the green travel bag, the sleeping bag and Ariel grabs her sleeping bag from the car's trunk and Spidey closed it with his foot and everyone gets out of their rides and Spidey tells everyone if you need me let me know all right and they nodded and Spidey walks out of the hanger with Ariel following him and Spidey says hello to Frankie and Frankie does the same to Spidey and Ariel as those two walk up the stairs and they run to Spidey's room and about 3 minuntes later they reach Spidey's bedroom and Spidey opens up the door for Ariel and she mouthed 'thank you' and she walked in with Spidey behind her and he closes the door behind him as they walk to the dresser and place their stuff on it and Spidey looks at Ariel and notices she was tried from the ride back to here how my friends well she has lack of energy and shaking a bit.**

**"Come on Ariel you're tried huh?" Spidey asks Ariel in a curious tone.**

**She nodded and Spidey places an arm around her shoulders as he guides her to the left side of bed and takes off her hoodie along her black flats and pulls off the covers for her to lay down in and she weakly smiles for that help from him and she gets into the bed and covers her up and tells her try to get some sleep and she sleeps like a baby and Spidey tip toe quietly like a ninja away from Ariel and before even Spidey had a chance to get away Ariel woke up and looks at web cape and her hand shot out from underneath the covers and grabs his cape and pulling back him back to her and Spidey was pulled back to Ariel as he looks at her in the eye and notices she does not want to be alone and he nodded and she gestures him to lay down with her and Spidey jumps over the bed and lands on the right side of the bed and pulls off the covers and gets into the bed with her and pulls up the covers on him and lays down with her and Ariel gets over to Spidey and asks him if she sleep on his chest and his eyes widen at that and he nodded and she gets on his chest as she wraps her arms around his body and Spidey enfolding her with his arms and she held close as she nuzzled into his chest she happliy sighs with herself as she sleeps on top of Spidey.**

**Little did Ariel know that someone was watch her from a far away place in the sea in a cave with the familiar glow in there the purple glow that is and someone was watching Ariel was a familiar octopus who is a white hair, obese purple-skin with eight arms and a upper human body and that octopus named was Ursula she watched the whole event from Solar mts and her wand is destory she was mad due to Spidey destroy that wand from her sister Morgana and she was dead due to Ryder's weapons and yet she calmed down and she has a nasty plan in her head and she smiles evilly as she watches Ariel lays with Spidey and laughs evilly in that bubble of hologram she got.**

**"Oh, no, no, no, no, no, no. I can't stand it - it's too easy. The child is in love with a human. And not just any human - the one I almost drown the leader of the Roadburners v2 Spidey! Her daddy'll LOVE that." Said Ursula with an evil smirk. "Maybe I don't need the wand anymore but something more powerful then that wand but the Trident is powerful weapon in the sea. But how to get it away from her daddy by the used of his youngest daugther and to do that I need her back in the sea." Ursula saids in a evil tone as swims to her cabinet and looks for a spell to turn Ariel back into a mermaid. "King Triton's headstrong, lovesick girl would make a charming addition to my little garden." She looked over the merpeople who fooled by Ursula's deals. "Or the other way around it by joining her sisters in my collection in those bottles over there." Ursula said as she points her eels to the six different colored bottles and she finds the right bottle with a the looks like a contact in the bottle and smashed the bottle with the contact in it and grabs the glowed contact and places it in the bubble and the contact's magic worked it thing as the magic floated around Ariel and the magic worked as her name show up on the contact but not taking her voice away from her and cackled through her lair with her eels does the same with their master.**

**But someone was watch this from a hole and Flounder gets worried about Ariel and found out her sisters were kidnapped by Ursula and swims off to the surface to get help and warn her about this.**

**In the house as Gwen was in her room she was reading her spell book that she got from Charmcaster but a familiar persons enter her room from out of nowhere a man dressed in a lab coat with a pocket watch and a second person was a elderly woman with a blue long coat, gray hair, blue eyes and Gwen sees the two people one them was her grandmother Verdona Tennyson and the other was Professor Paradox "grandma!" Gwen said in a happy tone as she walks up to her grandma Verdona and hugs her and her grandma hugs her back and they relesase each other and she turns to Paradox "Paradox what are you doing here?" Gwen asks him in a curious tone.**

**"Hello Gwen." Paradox says with a smile.**

**"The reason I came here is to drop something for your leader of this team Spidey it is? And the item is in this box right there. It's a special item Gwen and Verdona is there you need tell to Gwen about something." Paradox tells Gwen as he points to the suitcase size by the wall and tells Verdona to tell Gwen about something important and he walks away from about few feet from them.**

**Verdona looks at Gwen in the eyes and leans in to her ear whispered about a disturbed in the magic force and Gwen asks who and Verdona tells her take a walk on the beach and you may found out why and Verdona hugs Gwen again one last time and she walks to Paradox and they disappear into thin air and this confused Gwen what has Verdona told her and she walks to the suitcase size box and grabs by the sides and places it under her bed and she decides for that walk on the beach might get her question answers as she runs to the front door and open it and closed it behind her as she walks to the stairs down to the beach beside by the house and she walks for a good time until she heard a splashing in the water Gwen runs to the source of the sound and she sees a yellow-blue striped fish with a blue mohawk on his head and she walks up to the fish splashing the water and bends down to the fish's level.**

**Flounder was looking at Gwen and he got scared a bit but Gwen tells him to calm down a bit and he does that as he looks at Gwen in the eyes.**

**"Now who are you and what are you doing?" Gwen asks Flounder in a curious tone.**

**"Flounder and you are?" Flounder asks Gwen in the same tone.**

**"Gwen Tennyson but called me Gwen Flounder and let me guess you friends with Ariel aren't you?" Gwen asks Flounder in a calmed tone and he nodded and she asks him what was the problem and Flounder told her about a certain sea witch has done something to Ariel and Gwen guess it was Ursula did this and Gwen also second this was the thing that her grandma Verdona told her about and asks him what the magic was and he told her it was a contact magic and he even has the information of it and he told her what the contact says 'if Spidey gets to kiss Ariel before or on the third day she stays human if he does not kiss her before the sunset on the third day she gets turn back into a mermaid and possibly she belongs to her forever' and this shock Gwen to the core as Flounder told this and she tolds thanks for that and Flounder waves goodbye to Gwen and sinks back into the ocean and Gwen runs back to the house and she opens the doors and the two first people she sees were Chuck and Odette Chuck was giving Odette the tour of the house here in Motorcity v2 and Gwen calls out to them and they look at her and notices the worried in Gwen's eyes and Gwen tells them what has Flounder told her and they were shock to their minds as Gwen was and so in that Gwen, Chuck, and Odette told everyone expect for who were not part of that meeting from KY forest and not to tell Spidey or Ariel and they already know what to do they need to get Ariel to kiss him or Spidey kiss her and they had a plan to do that and they got to do something before night time as Ariel was still asleep from that ride back to the city and Altair told them to get 5 certian items for Ariel and they ask what was the items, Altair brought out a suitcase from his room and told them get two wirst watchs, bow and arrow, bullwhip, and katana and they nodded and they get to their rides as they get those items and about 5 hours later they came back with the items that Altair told them to get as they walk up to Altair with the suitcase and they place one by one the items into the suitcase's slots and Altair closed the case and tells everyone to get some sleep because operation true love is in effect for tomarrow and they nodded and they head for theirs room but Altair runs to his room and once there he places the case under his bed and runs back down stairs and heads for Spidey's room and he reachs there and slowly open his door and peek inside as he sees Spidey and Ariel in the bed activtes his Eagle vision as he sees that Ariel is on top of Spidey and walks on in and walks to the left side of the bed as he sees the blue backpack beside by the table and knees down and goes through her stuff as he trys to find Sebastian and about 5 seconds later he finds him and puts back the backpack in it place like before and holds Sebastian in his hand and gets out of there as he closes the door behind him and runs back to his room and he reachs there as he opens the door and gets in there and closed behind him and walks to his left table on his one style bed and places him and gets into his bed and waits for the plan get on the rails as he waits for mornuing to come.**

**In Spidey's bedroom Spidey was asleep as he has Ariel on top of him and the next thing before know it his nanotech suit's lower part starts to get on Ariel's pants and starts to transform it to a long light blue skirt and the nanotech retrace back to Spidey's legs. In Peter Parker & Mary Jane Watson Parker's bedroom MJ was looking for a light blue ribbon great for Ariel tomorrow with her date with Spidey and she found it and places beside by her bed's table and these two were had twin set beds and she changes into her sleeping wear and gets in the bed and sleeps for the night.**

**The next day as Spidey was asleep and about 2 minutes later he wakes up and notices that Ariel has sleep on her side of the bed and he smiles at that and gets up sat up in the bed and grabs his cap and places it on his head again like his habit and looks at Ariel and leans in to kiss her on forehead and she smiles for that and Spidey quietly gets out of the bed and remade his bed and quickly sneak out like a ninja and leaves Ariel to sleep alone and Spidey shuts down his Spider suit and gets to the kitchen and grabs a basket and starts to make lunch for him and Ariel because Spidey has got information from his Ultimatrix's comm link with Altair's Dino morpher and he has a date with his girlfriend and his spider sense going off and turns to look at Altair and MJ as they walk to kitchen and Spidey notices that Altair has Sebastian because he was woke up from that power nap of his and Altair places him on the counter and he walks to him and Spidey notices that Sebastian has been informed about yesterday. Sebastian asks Spidey he has been told about yesterday and Spidey nodded and Sebastian looks up at Spidey and he saw hope in Spidey's brown eyes and Spidey tells MJ to get Ariel ready and she nodded as she held the light blue ribbon in her hand and Spidey tells Sebastian to hop in here as Spidey gestures to the basket filled with food and Sebastian walks up to the basket and Spidey helps him by lift him into the basket and Sebastian gets into the basket as Spidey closes the mini wood doors on the basket and Altair looks at Spidey in the eye and he held out his fist to Spidey and Spidey does the same and they fist bump to each other "good luck Spidey." Altair says to Spidey in a calmed tone as Spidey grabs the basket and walks out the door gets to the front door and sits on a chair by the window waits for Ariel to come.**

**MJ wents to Spidey's room as she opens the door and sees that Ariel was asleep and she walks up to her and put her hand on her shoulder. She shook her lightly and said "Wake up, sleepy head." Ariel woke up with bed-head and rubbed her eyes. 'That was a good dream last night' she thought. All she could dream about Spidey kissing her. Ariel smiled every time Spidey would lean in and caressed her cheek. All thoughts were stopped when MJ woke her up and she notices something else with her clothes as she gets out of bed and she looks at her clothes was now a dress with a white blouse look with the same black front that goes to the waist and a new thing on her lower body was a light blue skirt that goes to the ankle. Ariel looks at MJ who was holding a light blue ribbon in her hand with Ariel's black flats shoes. MJ gestures to sit here in front of this mirror and Ariel does that as she sits there as MJ was fixing Ariel's red long hair and about 2 minutes later MJ finished fixing hrer hair by putting on the ribbon and make it into a bow on her back of her head and MJ smiles. "You look beautiful Ariel." Ariel looked into the mirror hoping she was beautiful for Spidey "go get them Ariel." MJ tells Ariel and whisper in her Ariel tell her something and Ariel smiles for that for advice from MJ as she gives the black flats to Ariel and Ariel slips on her feet and gets up from the chair in front of the mirror and looks at MJ and Ariel then gave MJ a hug. MJ thought 'Maybe she the one for Spidey since these two know each other' and then she returned the hug and Ariel waves goodbye to MJ as she walks through the hallway, through the living room and to the front door to find Spidey waiting for her. Spidey looks at Ariel and he has a loss of words at Ariel's beauty and she wonders what Spidey was starting at. Sebastian was in basket making sure no one saw him and to help Spidey.**

**Spidey was wondering what was going on in her head. He shook his head and said, "Ready to go Ariel?" she nodded and Spidey he held out his hand and Ariel took it. In the house on the stairs Chuck and Odette were watching this with inserted and they look at each other and smile to each other. Spidey pulled her hand and they went down the stairs in front outside of the house as Spidey's car was in the cement lane and Spidey opens up the door for Ariel as she gets in and she closed the door and Spidey goes to the front of the trunk and opens it and Spidey bends down to his knees and opens up the mini wooden doors and Sebastian sees Spidey and Spidey holds out his hand for Sebastian take and he gets on Spidey's left fingerless Red Wing biker glove and tells him quietly to hop in his jacket's pocket and Sebastian nodded as Spidey puts him in his pocket and hides there and Spidey puts the basket in the trunk and closes the trunk and Spidey gets to his left side door and opens it and gets in and closed the door and buckle up and notices Ariel was staring out of the window and leans in to get her attention and he was so close to the red head. So close, her hair was in his face and he got a whiff of her. 'YEE HAW she smells like the sea mixed with roses and flower petals on breaking waves' he thought. He closed his eyes and smelled her. Ariel turned her around to see what Spidey was doing. When she did this, their noses were touching. Spidey and Ariel both looked straight ahead and away from each other. 'What just happened?' Spidey thought while he was blushing bright red as he looks at the ignition and turns on the car as the Lambo sv roars with life. 'He was so close' Ariel thought while she was blushing bright pink. Spidey shook his head as he puts his ride into drive and rolls on as Spidey steers the car to town.**

**When they got to town as Spidey to Central park in his hometown Motorcity v2 and they arrive there and they got out of Spidey's ride and they stand in front of Cental park and the first thing that was Ariel was amazed by everything. From mini bookshops to puppet shows, everything she read about the human world was better then she ever imagine she even commented about Spidey's hometown one of the nicest place in the world. Spidey didn't mind being drag by Ariel. Just seeing her smile at everything made him happy. Even Flounder show up as he was watching the couple and wandered if they kissed. "Has he kissed her yet?" Asked the yellow fish. Sebastian came out of the jacket pocket and whispered, "Not yet." Flounder was a little disappointed and groaned. "Ohh..." Ariel heard music, even she heard some music from Pigeon Forage, Tennessee. More than anything she wanted to dance on her legs with Spidey. At first, Spidey was a little shy to dance with a girl. "I don't know I..." Said Spidey in a shy tone but he was cut off by Ariel's voice "what the matter Tiger." Ariel says in a husky tone to Spidey and gives Spidey a hopeful smile and this set Spidey off that she called him 'Tiger' and this get Spidey in a dancing mood and he knew he couldn't dampen it. Sebastian hop out of the jacket pocket and runs to the fountian and hides in there. "Alright, Ariel, I hope you can keep up with the master of the dance." Said Spidey with a wicked smile. Spidey tells the band to play a song to dance to and the band notices that smile and they get out a cd player and plays a song for Spidey Master of the dance.**

**Evacuate the Dance Floor by Cascada...**

**He grabbed her hand and pulled her to the dance floor. Spidey placed his right hand on her waist and Ariel put her right hand on his waist above the jacket. The red head twirl a few times, she stumbled a little, but Spidey would catch her. He would lift her up and spin around and Spidey gently puts Ariel back on the ground and tells her to wait a moment on the fountian and she back away from him and sit on the fountain and Spidey dances like he dance before as he does some fancy footwork as he does stomps, leg rotates without his foot caught in the other one, spins about 180 around himself and moonwalks backwards, finally finishing this off with a spin-a-roonie on his head and spins on his head about 10 times and flips back up on his feet and lastly spins around one more time and his legs criss-crossed and stands on his feet away from each other and this really suripse Ariel, Sebastian and even Flounder as their jaws drop and Ariel never knew why Spidey called 'the Master of the dance' because he dances like a dance machine and Spidey looks at Ariel's shocked face. 'Man if my gang only saw me now.' He thought. Ariel walks up to Spidey and smile for the dance with him and saw his dances moves and Sebastian gets out of the fountian and runs up to Spidey and jumps into his jacket pocket. They went back to the car and head away from Cental park. Scuttle flew by and asked Flounder. "Yo, Floudner! Any kissing?" Flounder already told Scuttle about yesterday and said the same thing as Sebastian. "No, not yet." The seagull wanted for the lovebirds to smooch already. "Hmm. Well they - they better get crackin'." Spidey had tell the red head where he wanted to take her. "You know Ariel, there is this one place I wanted to take you... It's a lagoon not far from here; I spent most of my time over there, when I wanted to going fishing. Well, I was hoping maybe we get away from the people and it just be the two of us." Ariel tells Spidey yes as she nodded her head and they were off.**

**After the dinner they had Spidey found a boat and he let Ariel go in first, he pushed the boat to open water and hopped in. Spidey grabbed both of the oars on each handle and rowed them out to open waters. Scuttle and Flounder were watching the couple to make sure they kissed. "Move over - move your big feathers. I can't see a thing." Sebastian was hidden behind Spidey making sure he was nowhere to be seen. Scuttle was starting to get worried. "Nothing is happening. . . . Only one day left, and that boy ain't puckered up once." He then had an idea. "O.K. All right, this calls for a little vocal romantic stimulation. Stand back." Scuttle was singing very badly. Spidey heard squawking from Scuttle and looks to left and notices his spider sense going off as a web bomb shot out at Scuttle and Ariel faked smiling and looks to see her friend ruining her chances to kiss him. 'I'll never kiss him now' she thought as she slaps her forehead and Scuttle got webbed by Peter Parker with MJ and they looked at the couple through the bushes and this was the chance for Spidey to tell Sebastian to do it! And Sebastian grabbed a reed and said, "You want something done, you're got to do it yourself. First, we got to create the mood. Percussion. . . . Strings. . . . Winds. . . . Words. . . ."**

**~There you see her**

**~_Sitting there across the way_~**

**~_She don't got a lot to say~_**

**Ariel found Sebastian singing in Spidey's ear. 'Oh please don't let him find you.' She thought.**

**Spidey plays along with this I mean sure he can sense Sebastian near him with his spider sense.**

**~But there's something about her~**

**~And you don't know why~**

**~But you're dying to try~**

**~You wanna kiss the girl~**

**"Did you hear something?" Asked the not confused Spidey as he plays along with this. Ariel shrugged her shoulders and shook her head.**

**~Yes, you want her~**

**~Look at her, you know you do~**

**Spidey and Ariel both looked up at each other and smiled.**

**~Possible she wants you too~**

**~There is one way to ask her~**

**~It don't take a word~**

**Ariel leaned in front of Spidey and puckered her ruby lips. But Spidey was being shy and he moved away and continued to row the boat.**

**~Not a single word~**

**~Go on and kiss the girl~**

**~Sha la la la la la~**

**~My oh my~**

**~Look like the boy too shy~**

**~Ain't gonna kiss the girl~**

**~Sha la la la la la~**

**~Ain't that sad?~**

**~Ain't it a shame?~**

**~Too bad, he gonna miss the girl~**

**Spidey really wanted to know why Ariel called him 'Tiger' but he already knew that was MJ told her that and he decides to a little game with Ariel. "Ariel, we're going to play a little game this game is called 'guess your name' ok?" She nodded and Spidey pretend he had an idea. "Heh - maybe I could guess. Is it, err, Mildred?" Spidey asked. The red head made a face. "O.K., no." Spidey kept on guessing. "How 'bout - Diana? Rahcel?" But every time Spidey fake guesses a name, Ariel shook her head. Sebastian notices this a little game and decides to play along with this as he help Spidey. "Ariel. Her name is Ariel." He whispered to Spidey. Spidey thought the last word with Sebastian's help 'Try Ariel' "Ariel?" He asked to himself. The red head hear what Spidey said and nodded her head as he won the little game with her. Then she grabbed his hand with joy. "Ariel?" Spidey asked happliy making sure he got the name right and he won the game. Ariel nodded her head again and tells Spidey great game Spidey. Spidey thought about the name of hers. "Well, that's a pretty little name Ariel." He then place his hand on top of her and said, "O.K. - Ariel . . ." He even like the name when he said it.**

**~Now's your moment~**

**~Floating in a blue lagoon~**

**~Boy you better do it soon~**

**~She don't say a word~**

**~And she won't say a word~**

**~Until you kiss the girl~**

**All of the animals in the lagoon were creating the most romantic setting for the lovebirds.**

**~Sha la la la la la~**

**~Don't be scared~**

**~You got the mood prepared~**

**~Go on and kiss the girl~**

**~Sha la la la la la~**

**~Don't stop now~**

**~Don't try to hide it how~**

**~You want to kiss the girl~**

**~Float along~**

**~And listen to the song~**

**~The song say kiss the girl~**

**~Sha la la la la~**

**~Do what the music say~**

**Spidey's heart was starting to beat like to the music and Ariel looked more beautiful than before.**

**~You got to kiss the girl~**

**Spidey and Ariel were staring at each other intensely. 'Maybe if I...' then he lost all thought and thought about kissing Ariel.**

**~You've got to kiss the girl~**

**He reached out his hand and lightly caresses her cheek. 'This is just like my dream' she thought. Then their eyelids started to grew heavy.**

**~You wanna kiss the girl~**

**Spidey leaned in closer towards Ariel's lips and Ariel leaned in close to Spidey's lips.**

**~You've gotta kiss the girl~**

**Spidey and Ariel were only a few inches away from their first kiss. Sebastian saw and thought 'this is it' as he shook Scuttle.**

**~Go on and kiss the girl~**

**Spidey's spider sense kicked in but the warning came in too late as the boat tips over send the couple into the lagoon waters. Sebastian slapped his forehead and thought, 'So close' Spidey picked up Ariel in his arms and said, "Whoa, hang on - I've gotcha." Little did Ariel know that eel 1 aka Flotsam and eel 2 aka Jetsam congratulating each other for tipping the boat but Spidey's sense that Ursula's eels were here and he will killed them later.**

**In the sea witch's lair, Ursula had saw what happen through her bubble. "Nice work, boys. That was a close one. Too close." Ursula was getting very angry because Ariel almost seal the deal by staying human. "The little tramp!" Ursula didn't know Ariel got almost kissed Spidey on the lips. "Oh, she's better than I thought." She had to do something beacuse tomorrow would be the last day Ariel would be Human. Plus, Spidey has the mermaid princess in love with him. "At this rate, he'll be kissing her by sunset for sure. Well, it's time Ursula took matters into her own tentacles!" She used all of her ingredients to make a potion of her own. "Triton's daughter will be mine - and then I'll make him writhe. I'll see him wriggle like a worm on a hook!" She laughed evilly by using a fake copy of Ariel's voice to transform into the same human from the very first time that she had Spidey in the sea.**

**The next morning, Ariel got up from bed she was still wearing her dress from yesterday and looked into the mirror while fixing her hair. 'Let it be the day that I can kiss him. please I really want to kiss him.' As she ran down through the hallway and hides behind a wall as she sees Spidey laying down on the sofa without his Spidey suit and he woke up as he hears a knock from the front door and he gets up and walks to the front door and opens it and Ariel walks to a another wall and hides there and Spidey just open it halfway his spider sense was going off really dangerous behind this front door and closed it and walks away from the door and a another knock hear it from the door and Spidey ignores that and someone was up as Kara Kent walks up to the front door and Spidey sees that Kara Kent is about open up the door and trys to stop her but too late as she opens the front door for the person and that person was the same brown hair, purple eyes, wears a seashell necklace and wore a dark purple dress. "Oh hey Spidey, I hope we can catch a sunset please." The girl said in a seductive tone. Up the stairs Altair, Ben, Gwen, Kevin, and Ryder were watch this thing and they were suspicious of this girl. Ryder and Altair doesn't like her one bit and Altair tells Gwen, Ben, Kevin to touch his back and they did that and Altair activtes his Eagle vision as Ben, Gwen, Kevin enter into Altair's mind and knew the reason why that girl is that same girl cause Spidey to disappear and that girl was Ursula the sea witch. "Who the crap are you?" Kara asked. "I'm Vanessa. His girlfriend." Vanessa replied as she grabbed Spidey's arm and snuggled close to him.**

**Ariel heard all this and her heart hurt when Vanessa said that she was Spidey's girlfriend. She shook her head and say quietly 'no'. She then hid herself behind the wall and heard the rest of the conversation. "Uh, sorry but... he can't go with you Vanessa." Kara tells Vanessa in a smirk tone. 'He loves her...not me?' Ariel thought as she ran her hand through her red long hair. 'No...no...NO' she covered her face and runs off crying back to Spidey's room. Spidey pushed Vanessa away as hard as he can and stands by one of his gang. "Sorry you little yellow belly shit. She right and don't even try to get me into one of love spell" Before he could finish the sentence, he heard Ariel crying. "Ariel?" Then Vanessa grabs Spidey by the hand and starts to pull him out of the house and Kara Kent couldn't do anything about it. But Spidey resisted as he tried to get away and yelled, "Ariel! Let go of me! Ariel!"**

**It was late afternoon at the pier, the ship has been called and it sailed off and Ariel was watching her one true love going away with someone else. She backed herself against a pole and was crying bitterly. She slid down and continued to cry. Sebastian look up at Ariel and frowned. Ariel rested her head on her knees and her shoulders were shivering. 'But…I'm in love with him.' She thought as a tear slid down her cheek. Flounder cried seeing his best sad. It looked as if this was the end of the road for Ariel.**

**Scuttle was flying and humming to himself. He then spotted Thunder and Krypto flying in the air. "Hey guys, yous happy that Spidey found someone?" Asked the seagull. Thunder scream in agreed and Krypto said this "you're right on that Scuttle." Then Krypto froze, uses his super hearing he heard a voice singing.**

**~What a lovely little girlfriend I make, my dear I look divine**

**Scuttle heard the voice too, 'That sounded like Ariel's voice' he thought. "Come on, guys." Said Scuttle as he, Thunder, and Krypto went to the porthole to find a girl singing.**

**~Things are working out according to my ultimate design~**

**Vanessa threw one of her sharp hairpins at the mirror's frame. She laughed evilly, when it hit the angel face. Kyrpto and Scuttle gulped hard and hid themselves behind the porthole while Thunder is on top of the porthole looking in. She steps on perfumes and all sorts of make-up.**

**~Soon I'll have that little mermaid and the ocean will be mine!~**

**She lifted the mirror to look at herself in the mirror, but in the reflection was Ursula laughing. The seagull, the bald eagle and the kryptonain superdog knew who the girl really was. "The sea witch! Oh no . . . She's- We gotta…" Scuttle runs into side of ship and Thunder gestures to the pier over there and Scuttle knew what to do and Thunder flys overs to Ariel as Krypto and Scuttle follows Thunder. The seagull had to find Ariel. "Ariel!" He and the guys found her and her friends at the pier. "Ariel! Ariel. I was flying, I wa - of course I was flying - An' - We s" Sebastian was waiting on the stuttering seagull and Scuttle finally said, "We saw that the watch - the witch was watchin' a mirror, and she was singin' with a stolen set o' pipes!" As he pointed his feather fingers at his throat. Ariel was trying to understand what hewr seagull friend was saying and say "What?" Scuttle then grabbed the red crab and yelled, "Do you hear what I'm tellin' you? SPIDEY IS WITH THE SEA WITCH IN DISGUSE!" As he repeatly hit Sebastian on the floor. Ariel put it together it was Ursula, who took Spidey away from her. Sebastian was rubbing his head after what the seagull did to him. "Are you sure about this?" Asked the red crab. "Have I ever been wrong? I mean when it's important!" It's true, when Scuttle knew what was important he was never wrong. "What are we gonna do!" Asked the yellow fish. Ariel got up and looked towards the ship. The sun was setting down and Ariel heard what happened today '. . . Before the sun sets on the third day. . .' Ariel knew she had some time left 'I still have to try' she thought. Ariel then jumps into the water, but she was having hard time swimming. Because the only way she knew how to swim was with her tail. Sebastian knew what Ariel was doing; he then cut the rope that held the barrels. Ariel manages to hold on to one of the barrels and made a knot in the rope for Flounder. "Ariel, grab on to that. Flounder, get her to that boat as fast as your fins can carry you!" Flounder nodded and said, "I'll try." Flounder was pulling Ariel towards the ship. The red crab couldn't deny that he had to tell Ariel's father. "I've gotta get to the sea king. He must know about this." Scuttle and the guys wanted to help Ariel, too. "What - What about us? What about ME?" Sebastian yelled, "You - find a way to STALL THAT SHIP!" He then went into the deep waters and had to find King Triton. "Stall the ship. Wh- what am I - what - that's it! Krypto you get that seashell necklace from that sea witch. Got it?" Asked the seagull. Krypto said, "I do one you better I fly to the front of the ship and stop it with my super strength for Ariel to get on the ship all right. Ruff, ruff, and away." As Krypto head in the same direction as Ariel and Flounder, Scuttle and Thunder flies off to rally the animals and fish. "Move it, let's go, we got an emergency here!"**

**Back at the ship, Vanessa tried to get Spidey to dance with her. Spidey would just push her away. "Oh Spidey, why won't you dance with me?" She asked sweetly. Spidey gave her the Bat-glare and said, "I dance with only one girl." Vanessa was frustrated 'Stupid little boy' she thought. "Please Spidey, one dance?" She looked up at him with an innocent smile. This girl wouldn't take a hint and starts to get Spidey really piss off. Spidey stare at her and hoist her up and gives her a the AA slams her on the floor and taunts her with a 'Can't see me' in her face. Meanwhile Ariel, Flounder, and Kyrpto were heading towards the ship Spidey and Ursula were. Flounder was pulling all his might. Ariel told go to Krypto and do it. Krypto knew what he had to and he went on ahead towards the ship. "Don't worry Ariel. ugh - we - we're gonna make it. We're almost there." 'Please hurry' she thought. Vanessa saw the sun going down as she recovered from the AA. She smiled evilly, 'Her time is almost up.' She thought. Then all of the sudden, she hears a eagle scream in the air as Thunder comes with birds and animals swoop in for an attack, causing great choas as Spidey gets away from Vanessa and let Thunder attack. Vanessa was getting everything from the animals to birds. She kept screaming being attacked left and right while Spidey is laughing at her. Ariel and Flounder reach their destination. Ariel then climbed up on to the deck and found Vanessa struggling with Scuttle. "Get away from me you little- Oh, why you little" Thunder saw this and clawed Vanessa's leg. Spidey laughing at this as he walks behind Ariel and quiets his laugh and Vanessa yelled in pain and the necklace went flying. Krypto saw this and fire up his heat vision and hit it dead center as the necklace break into a thousand little pieces. Vanessa was furious and Spidey pokes Ariel from behind and Ariel notices that Spidey was behind her. "Ariel." He says with a smile. Ariel turns around and smiling at the Ultimate hero and said, "Spidey." Ariel wraps her arms around Spidey's waist as Spidey pulls Ariel close to his chest. "Spidey do you like me?" Ariel asks Spidey in a curious tone. "Of course I do like you Ariel you're my special kind of a girlfriend." Spidey tells Ariel with a smile. "Spidey, get away from her!" Yelled Vanessa with a raspy voice. She covered her mouth and realized she didn't have that fake sweet voice any more. There were no more words to say between Spidey and Ariel, he was going to kiss the girl since the first day they met in the ocean right here and right now. Ariel wraps her arms around Spidey's neck and tipped her head as she lean in towards Spidey's lips. "SPIDEY NO!" Yelled Vanessa. As the sun settled, Spidey's spider sense going off and Ariel felt pain down in her lower part of her body and unwraps her arms away Spidey's neck and Spidey knew this thing happened before because he seen a certian movie from the year 1989 when he was little and she fell down to the floor but Spidey caught her by her arms and bends down to Ariel's eye level and asked, "Are you all right Ariel?" she nodded and Spidey notices there were tears coming from Ariel's eyes as the tears stream down her cheeks. He softly wipes away Ariel's tears off her face and she felt a little better for Spidey's concern with her. Vanessa laughed evilly and said, "You're too late!" Spidey glares at Vanessa or should he say Ursula and he back to look at Ariel. He saw that Ariel has her emerald green tail again instead of her slender legs. He slaps himself in his forehead and he doesn't care that she was a mermaid or not. He loved her with his heart and soul no matter what. Spidey stands up and spins around to face the motherfucking sea witch and swore to protect Ariel with his life and she doesn't realized that Spidey is a superhuman superhero/Ultimatrix wielder/Assassin armed with his weapons and powers. "You're too late!" Vanessa showed her what she was, and it was no other than the sea witch herself. Ursula dragged over to where Ariel and Spidey were. Ursula slaps Spidey away from here to the left of the ship with her tentacle and grabbed the mermaid and said, "So long, spider boy." As she and Ariel went overboard, Spidey handsprings up to his feet and runs to the side of the ship and tried to reach out to Ariel but it was too late. "ARIEL!" Spidey yelled to the red headed mermaid as those two get into the sea.**

**Ursula and the mermaid princess were away from the ship and away from her true love Spidey. Ariel belongs to Ursula now because of the spell that Ursula put on her. Her necklace starts to beep because that necklace is not any normal one that's a Spider Tracer or a tracker to track someone as it beeps quietly to let Spidey know. "Poor little princess - it's not you I'm after. I've after a much bigger fish to" Said Ursula in a stern tone. The sea witch was stopped by the sea king. "Ursula, stop!" Sebastian made it in time to tell the sea king what had happen. "Why, King Triton! Ha ha ha - How ARE you?" She said as she was looking at his trident greedily. King Triton was not going to change the subject. "Let her go." Said the sea king in a strong voice as he pointed the trident in Ursula's face. "Not a chance, Triton! She's mine now. I put her under a spell by this contact." Said the sea witch in a sly voice as she showed the contract that Ursula put her under. Ariel tried to swim to her father, but Flotsam and Jetsam grabbed the red head mermaid with their tails. "Daddy, I'm sorry! I - I - I didn't mean to. I didn't know" King Triton was furious, he then attacks the contract with a fierce blast from his trident, this send the sea witch backwards against the coral but to no avail the contact didn't break. "You see? The contract's legal, binding and completely unbreakable - even for YOU." Ursula had the sea king right where she wanted him. "Of course, I always was a girl with an eye for a bargain. The daughter of the great sea king is a very precious commodity. But - ****I might be willing to make an exchange for someone even better. . . ."**

**Spidey was angry because Ursula has taking Ariel and spins behind him and faces the front of the wooden stand and bows his head and shouts out to the sky as he lets a war cry roar like the one of the Dino Thunder zords and looks in determintion out at the sea and looks at his Spider Morpher's spider symbol and notices it the red spider is blinking not by sound but by light and that's the tracer been actived and looks at Krypto and Scuttle, Thunder and tells them to warn the gang to protect the city and Krypto nods along with Thunder who sreechs in agreement and Spidey is ready to get his girl back and kill that motherfucking big o bitch sea witch and takes a running stance as he sets his Spider Morpher to activted before Spidey reachs the water and gets ready 1 for the money, 2 for the show. "I'm up...over...and GONE!" Spidey runs on and 3 to push it to the limit and his nanotech activated as they spread to cover up his entire body with his mask as the nanobots covers up his left hand giving the black/blue color and the red spider symbol under the palm of the hand a red pad button with the four red line on it and it gave a burst of the yellow tech light moves to his back gives it a black/blue color with the same red spider symbol and brings out the web cape from the neck line back and gives it the same burst of light and moves to his front and covers up the front giving it the black/blue color with the red spider symbol in the front and gives it the same light again and the arms has the red lines on both arms and moves to the legs with the left sides the black/blue color and the inside right the reds line that stretch's to the boots which it has the three red spaced spider legs on both sides and covers up his head with the mask has some red on the sides and the middle was black with two white eye pieces on it and gave it final short light burst and the Spider-Man Unlimited Suit is online and jumps up a little to the wooden railing and jumps up again into the air and dives into the water as Thunder gives Spidey it's last song to him as he does leap of faith into the water and reachs the water and Spidey was underwater as human and the first thing he notices he not drowning and his suit allows him to breath underwater with unlimited oxygen and he sinks to the ocean floor and Spidey shot out a web line under the ocean and swings to the spot were Ariel's tracer was activated and has a determined face under his mask as he swings to the spot 'hold on Ariel I'm coming' and about 1 minute later he reaches the spot and stealth crawls flat on the ground and reaches the cliff over them and sees King Triton with them as has a look of terror as his daughter was encircle her by the contract's magic and Ariel gave a shriek of terror, the gold magic shriveling her body to the size of a jellyfish.**

**Spidey sees this and gets really anrgy for Ursula hurting Ariel and his fury is building up and saw Triton's eyes widened in horror and his whole body shook. Ursula was giving King Triton one last chance to save his daughter. "Now! Do we have a deal?" It seemed that the sea king had no choice. King Triton took a deep breath and, a heavy exhale, he pointed his trident at the contact and signed his name over Ariel's. "Ha! It's done then." The sea witch crowed triumphantly.**

**Ariel rapidly grew back to her normal size as the magic zipped over to her father, reducing him to a small polyp in seconds. Ursula laughed evilly as she watched the sea king fall. Ariel watched her turned into one of Ursula's victims. "No . . .Oh, No!" Said the red head mermaid.**

**Spidey shouts in rage in his mind what had Ursula did to Triton and she will pay it with her life.**

**King Triton was now one of Ursula's victims. Sebastian was sad to see the sea king in this weak state. "Oh, your majesty . . ." Ariel was sad that her father paid the price instead of her. "Daddy? . . ." The sea witch had the power of the sea king. "At last, it's mine." Ursula said as she picked up the crown. She laughed evilly as she picked up the trident. Ariel's face change from regretful to vengeful, her fingers curled into claws. "You - You monster!" The mermaid said as she swam at the witch, who had her back to them and tried to choke Ursula and Spidey thoughts 'get her Ariel make her pay for what she has done to your father' The sea witch grabbed Ariel and threw against a rock pillar. Spidey saws this and has a nasty idea in his mind and whips out his bow and arrow as he looks at his bow. 'Hell yeah!' He thought and inserted a arrow onto the bow and looks down at them. "Don't fool with me you little brat!" Said the sea witch as she pointed the trident at Ariel's chested. Spidey aims it at Ursula's right shoulder with his eye of the sniper comes into play and pulls back the arrow and fire the arrow as the arrow was send down at Ursula. "Contract or no con- AAAAHH!" The sea witch was cut by a familiar arrow it grazed her arm, and flew past into the rock pillar next to Ariel. Ariel's eyes opened wide at the sight of the arrow.**

**"I recognize that arrow! Could it be...?" She whispered.**

**"Who dares?!" Ursula bellowed, furious as she trys the to see who the culprit might be. Spidey's bow and arrow disppeared in a white light. "I do you son of a bitch!" Spidey reveals himself on top of them from the cliff and he challenged her with a rage she never will stay alive and get back Ariel from her.**

**Ariel saw him from up top, and tears sprang into her eyes, along with a bright relieved smile to see Spidey again. "Spidey!"**

**"Why you little troll!" Ariel tried to swim towards Spidey but Ursula's tentacles pinned her down. "Spidey! Spidey look out!" warned Ariel. The sea witch had to get rid of this human. "After him!" Said Ursula to her pets. Spidey jumps in the air really high and he had two eels chasing after Spidey. When Spidey reached the surface he thinks really fast a plan to end this but then he was pulled in back the water and was wrapped by Flotsam and Jetsam. Sebastian and Flounder had to help Spidey. "Come on!" Said the red crab as he and Flounder swam towards Spidey. Sebastian pinched Flotsam's tail. This made eel cried in pain and let go of Spidey. Flounder use his tail to hit Jetsam repeatedly and made the eel dizzy. The eel let Spidey go as well. When Spidey was free, he shot out two web lines and slingshot to the surface. The sea witch had to do this herself. "Say goodbye to your sweetheart." Said Ursula as she pointed the trident as Spidey and Spidey's spider sense goes off like in the red zone and looks at Ursula who has the trident at him. Ariel manages to be free of Ursula's tentacles and yanked her white hair. This made her to be in pain and miss Spidey. Instead of blasting Spidey, blasting her pets as the bolt of magic hit Ursula's eels, reducing them to strands of nothingness. "Babies! My poor, little poopsies!" gather their remains in her hands. Ursula was full of rage as she looks up to the surface with crazy eyes and sees that Spidey made it to the surface with Ariel hot on his trail and used the trident to make herself a giant.**

**Spidey and Ariel both reached the surface Spidey wanted to make sure nothing bad would happen to Ariel. But she worried for Spidey and warns him. "Spidey, you've got to get away from here." Spidey was not to leave his love no matter what and he not's a chicken he a hero. "No way, Ariel I ain't leave you with this bitch." Bubbles started to form around them and Spidey's spider sense kicked in as a golden mountian split then. The mountain became more like a crown. They found themselves top of Ursula's head and looked like ants to her. 'Holy mother fucker this a big bitch' Spidey thought.**

**Back on the land at the house the whole gang of the Roadburners v2 watchs from afar away here at the sea witch rises out of the ocean and they were shock with terror expect for Ryder and Altair as Ryder used his eye of the sniper and sees Spidey on top of her head with Ariel and Altair tolds Gwen and Sonic get the suitcase from Gwen's room and they nodded and they ran into the house.**

**Spidey and Ariel look at each other and jumped off the sea witch's head and into the sea. They went back to the surface with Spidey full in rage of rages and held close. Ursula was laughing evilly at the couple. "You pitiful, insignificant, fool!" One of her large tentacles tried to hit the couple. "Look out!" Yelled Spidey. They both dive into the waters and avoid her tentacle. Ursula was now all-powerfull. "Now I am the ruler of all the ocean!" Said the sea witch as she used the trident to create a storm. "The waves obey my every whim!" The waves spilt the couple as for Spidey Ursula slaps him with her tentacle sending him flying back to the land and Ariel saw that she was scared now without Spidey with her.**

**As Spidey was flying through the air as Sonic and Gwen got out with the suitcase she sees Spidey about hit land and gasps and quickly generating pink tentacle to grabs him and gently sets him back on the land and Spidey thanks Gwen for that and she asks where Ariel and he points out to the sea with the sea witch.**

**"The sea and all its spoils bow to my power!" As she created a whirlpool with the trident. Ariel manages to grab on to one of the rock pillars. She trys to find Spidey around her and he was not in sight and trys to yelled for him. "SPIDEY!" The sea witch then focus on the mermaid. She used the trident to blast the rock pillar Ariel was on. The red head mermaid fell into the whirlpool with her screaming her heart out and Spidey hears those screams as well as Kara, Kyrpto "Spidey there is something in this suitcase might be able to help you out and killed her." Gwen tells Spidey as gestures to the suitcase and Spidey opens the suitcase and his eyes widen as he pulls out a blue hoverboard with two yellow lines anlong the side and notices there was a second one just in case to use as a spare and looks out at sea and smile really wickly at Ursula and Spidey put the board on the grass and steps on it and starts it up with two green flames came out of the two exhausts that were in the back of the board. The gang gives the go ahead to Spidey and Spidey goes to the witch and rescues Ariel.**

**Ariel hit the wet sand with an audible thud, the ocean floor absorbing only a little of the impact. The spray stung her eyes, and the rush of the water pounded in her ears. She was helpless as she looked up and the sea witch aimed the trident into the whirlpool and fired. Ariel scooted out of the way, the bolt only barely missing her tail.**

**Spidey was speeding on the board as he kicks it into overdrive and Ursula laughed wickedly as she rise over her head and the trident lightning with a bright dangerous yellow and yelled, "So much for TRUE LOVE!" Ariel thought this was going to be the end as she sherds a single tear as she accepted her fate of the end for her.**

**Spidey saw this "THAT IT'S BITCH YOU GOING TO DEAD!" Spidey yelled as presses the back button of the board and a hidden blade style knife spring out a big that is and kicks the hoverboard into maximum overdrive and flys towards to the sea witch's chest and yells all the way over the whirlpool and Ursula saw Spidey coming, but he was too fast for her. Spidey taunts Ursula with a another 'you Can't see me' because in your face thing and Spidey jumps off of the hoverboard and flips in the air and dives into the whirlpool as he skydives to Ariel and the hoverboard goes into overdrive as hits into her chest. Ursula felt the blow and was impaled by the blue hoverboard. Spidey reachs Ariel as he flips and faces the sky he quickly shot out a web line to the sky and the web stretchs out to it limit and Spidey reachs out for Ariel with his hand reaches out towards the mermaid.**

**"Ariel, grab my hand!" Spidey screamed over the roar of the water.**

**She looks up, and struggles to reach up against the wind. As her hand is getting closer, the water spills over completely, coming towards her at an alarming rate. She looks over, gasps, then gives Spidey a frightened.**

**"It's ok, Ariel, it's ok! I'm right here!" He called. "Jump up!"**

**She straes at him, doubtful, but then hears the roar of water closer to her. The mermaid gets on her tail and bends and jumps as high as she can, almost missing Spidey's hand completely. But Spidey acts quickly and shoots out a web line to her and Ariel grabs on the web line and Spidey pulled up her to him as she wraps her arms Spidey neck's and the web line bungees the couple out of the whirlpool and Spidey release the web line and they went flying to shore as they watch Ursula dies as the trident sinks into the ocean and a churning pool of bubbles around her and they flying in the air as they head to shore.**

**After the sea witch was defeated by Spidey the Ultimate hero, everyone who made a deal with her went back to his or her original forms and the six colored bottles were broken and Ariel's sisters were free and they swim out of Ursula's lair and the trident sinks farther into the deep and lands in front of the sea king and was in his mighty form again.**

**Far from Atlantica a portal open up in underwater and a mermaid comes out of the portal and this mermaid has a crown on her head, light orange hair that is tied up in a ponytail and stretches down to her pale blue tail fin, dark puple seashell bra, small necklace around her neck, eye color is olive green she was none other than Ariel's mom Queen Athena as she swims to land as fast as she can.**

**Spidey and Ariel head down towards to a rock and Spidey tells Ariel to brace for impact and she tightens her grip on and Spidey puts legs to stop the impact and Spidey lands on the rock with a nonsound stop and Spidey helps Ariel gets off of him and she sits on a slab of rock and as soon as Spidey was on his feet, Ariel attacked him with a huge hug, knocking him flat on his butt.**

**"Oh my gosh, Spidey, thank you! You saved me and all of Atlantica!" She exclaimed, overjoyed.**

**His mask removed by nanotech and he looks down at the top of her head and gives a slight chuckle. "Haha, Ariel, why wouldn't I save you and your city?"**

**She looks up, and then looks down sheepishly, color rising to her cheeks.**

**"Well Ariel I'm glad to meet you but there is something I been aiming to tell you." Spidey tells Ariel in a grin.**

**She got a curious look on her face, and said "what is Spidey?"**

**Just now comprehending what he had said, he turns a bright scarlet.**

**"Um,well, I, uh..." Spidey stammered.**

**"Well, if you can't talk about it, it's fine." She interrupted.**

**"O-oh, ok." He replied.**

**He jumps off the rock into the waist deep water. As he wades back to shore, he curses at himself.**

**"Damn it! Why couldn't I say three simple words?! I'm an idiot!"**

**Ariel watches him wade back and sighs.**

**"Man, I couldn't tell him." She thought sorrowfully. "No! I can't just give up like that!"**

**And so, before she could even process what she was doing, she shouted out those fateful words. "Spidey, I love you!"**

**He had just gotten out of the water when he heard her. He looks up, eyes wide. Realizing what she had just said, she jumps into the water, right when he turns around.**

**"Ariel?!" He called, wondering where she could've gone. He didn't try to look though. He was reeling in shock at what had just happened. Even the gang heard about this due to Kara super hearing. He plops down on the sand, looking up at his gang.**

**Meanwhile, Ariel is sitting behind the rock, trying to calm her heart.**

**"Oh my gosh, what have I done? I probably scared him." She murmured.**

**"Ariel, he's just in shock. I'm pretty shocked myself right now." a deep voice said.**

**She looks and sees her father floating a few feet from her.**

**"Daddy? What are you doing here? You should be checking everyone in Atlantica!" She exclaimed.**

**"They fine Ariel. I'm more concerned about you." He replied.**

**"Daddy, I know you're against humans, but Spidey..." Ariel started.**

**"Is a good man. He saved my life from Ursula killing me and risked his own to save you and Atlantica. I'm ok with you loving him" Triton finished.**

**"Really? You're ok with it, Daddy?" She asked.**

**"Yes Ariel." He answered.**

**"Oh Daddy, thank you!" Ariel exclaimed, giving him a huge hug.**

**Her face turns solemn though, and she lets go of her father. She looks back at Spidey, who was still in the same position as before.**

**All of a sudden a certain mermaid was sneaking up on Triton and her daughter Ariel Athena was behind her husband and smiles and pokes him on the shoulder and Triton feels a poker behind and when turns around his eyes widen, his jaw drop and he saw his wife who was be dead but now she was alive and well "hey Triton." Athena says with a smile. Triton turns to Ariel and pokes her on shoulder and when she turned around she has the same reaction as her father and swims up her and hugs her in a huge hug "Mom! I thought were you dead since I was five years old but I can't not believe you are alive." Ariel says in a happy tone to her mother and Athena notices her daughter's eyes were watering but not about her but someone she likes. "Triton did our daughter already find someone to spend her life with?" Athena asks her husband and her daughter in a curious tone.**

**Ariel looks at Spidey from the rock and Athena knew why Ariel looks at that boy on shore and the way she watchs him she really be there with him on the land and Athena looks at Triton.**

**"But, there's no way for us to be together. I can't live out of water, he can't live in it." She sighed. Triton and Athena looks at their daughter, and they lets out a small sigh. Athena motions to Triton to do it and he puts on a smile, then points his trident at Ariel, a golden light flowing out of it. Ariel, realizing that something was happening, looks down and sees her tail in a golden glow. It starts to morph, and seperates into legs. She gasps, then looks up at her dad and mom and gives them a big grin. They smiles at her, produces a dress for her to put on.**

**"Spidey." She called, as she stepped out from behind the rock.**

**He turns around, and sees Ariel coming up out of the water, walking towards him.**

**"Ariel?!" He exclaimed.**

**"Spidey!" She cried, smiling and laughing.**

**His face lights up, a big grin plastered across it. Not using his superhuman speed, he starts to run towards her. She does the same. As they reach each other, he grabs her and lifts her highs into the air, and spins around. Ariel laughs, her hair flying everywhere. He sets her down and gives her a big hug. As she returns the hug, he says something she thought she would never hear.**

**"I love you too." He beams.**

**Her eyes widen, and she gets tears in her eyes.**

**"Oh Spidey! I thought you would never say it!" She gushed.**

**"Yea, Well, I realized how much you mean to me with my gang's help. They gave me the courage to be able to tell you and to go save you." He replied, blushing.**

**She giggles, then pulls him closer to her and plants her lips on his as she wraps her arms around Spidey's neck. He was caught off guard, enfolding her in his arms, Spidey returned the kiss, deeping it, and allowing her to lift her feet from the sandy ground, easily supporting her. When they broke apart, they touched fore foreheads together, with their hand interlocked. Ariel snuggles up to him, and he wraps his arms around her. Behind the rock Athena and Triton looked at the couple how happy they are when they together.**

**"Ariel your lips taste salty." Spidey chuckled.**

**Ariel blushed, a bit embarrassed by her apparnetly odd flavor.**

**Spidey laughed again. "Don't worry, I like salty things."**

**Ariel looks into Spidey's brown eyes they look like a little kid's eyes and Spidey leans in again to kiss again and Ariel tipped her head and closed her eyes and they kiss once more as she put her hands to his chest and giving to Spidey's kiss. Spidey broke the kiss and said, "I love you, Ariel." Ariel smiled and pulled Spidey for another kiss. He returned the kiss and puts his arms around her waist.**

**A certian team member yelled from up above them, "Hey you two, get a room!" Spidey and Ariel broke the kiss and found Kevin watching the whole show. Gwen elbows Kevin in the stomach and yelled, "Don't mind us!" Spidey looked at his red head and looked at Kevin. "Who asked you to watched Kevin?" Yelled Spidey. Spidey got Kevin there and Kevin just shrugged. Ariel put her arms around Spidey's waist and hugged him. "Don't worry, I'll look after him." Said Ariel in a sly tone. Spidey looked back at Ariel and said, "Ariel would you like teach you to how drive my ride around my city?" As pulled her close to his chest. Ariel smiled and said, "If only you teach me Tiger." Spidey grabbed her hand and they ran off together.**

**About 10 hours later Spidey and Ariel were in Spidey's bed Spidey has got done teaching Ariel how to drive his ride and she did darning great for a mermaid princess but as they stare into each other eyes and their souls were at the right place, right time as they fell asleep together.**

**The next day Spidey and Ariel and the gang decides heads to the movie theater and they watch this really funny movie as they laugh, eat some popcorn which Ariel found very tastly to her and they watch this movie for 5 hours and they came back to the house and Spidey tells everyone them good night and they do the same as they head off to theirs beds.**

**The next day is a special day for Spidey and Ariel as they going to a Italian restaurant and they ate pretty good and Spidey did something the unexpected thing that did notices something in Ariel's dinner plate as a little ring was in her dinner and Ariel notices too as she picks up the ring it has a diamond on it and she looks at Spidey and he just shrugs and Ariel notices little printing on the ring it reads 'Will you marry me by Spidey' Ariel's eyes widen big as dinner plates and she looks at Spidey and Spidey stands up and walks over to Ariel and she looks at the ring in her hand and turns to look at Spidey and Ariel slips on the her finger and her eyes starts to leak out as Ariel practically pounced on him with a kiss and Spidey eyes widen but he return the kiss to her and Ariel broke away from Spidey she still had her arms wrapped around Spidey and tell him yes I will marry you and he smiles for Ariel and they kiss again.**

**The next day at the Spidey told the gang expect for the half of the Autobots and they give Spidey a big dog pile on him. As for Ariel she told the females what has happened yesterday and they smile and MJ tells Ariel to follow her and Ariel did that along with Odette and MJ, Ariel, and Odette reachs MJ and Peter Parker's bedroom and MJ gestures for Ariel to sit and Ariel did that and MJ got out something from her dresser and Odette and Ariel looks at what MJ pull out from her dresser was her wedding outfit (the wedding outfit from the Spider-Man Animated series 1994) and this surprise Ariel as she got up and look at MJ's old wedding outfit from her wedding in New York City and MJ tells Ariel to have this outfit for you and she smiles for MJ giving her this outfit and Odette asks Ariel to see this and Ariel turn around notices that Odette was holding a beautiful golden crown in her hands and Ariel's eyes widen in shock as Odette and MJ puts the stuff on the dresser and Ariel hugs them both and they hug her back and everyone went to bed because tomorrow is a special day for Spidey and Ariel.**

**The next morning Spidey was on the tallest building in Motorcity v2 he was look out at the city of his hometown he protects but mostly other citys in the world even underwater ones and he has on his Spidey suit without his mask on his head and sighs happily and his ipod touch starts to play John Cena's ringtone and Spidey pulls out his phone and on the phone's front was playing the theme song of John Cena was Chuck calling him and puts his phone up to his ear "hello this is Spidey what is Chuck?" Spidey asks Chuck in a curious tone. "Spidey are you coming Ariel is waiting for you and don't worry about the suitcase that Altair has it with him and get your butt down Spidey." Chuck tells Spidey as Chuck was sitting on the chair on the ship and Chuck hangs up his cell phone and puts it in his red shorts. On the lower deck of the ship Odette and MJ were helping Ariel get into the wedding dress and about two minutes later they got Ariel into the dress which was easy to do due to Ariel's hourglass body of her and Odette gifted Ariel with the crown and a third person was helping them with Ariel the last thing was a handling Ariel the light blue roses bouquet to her before getting to the upper deck it was Babs Kara's friend. Back on the building Spidey puts up his cell phone in his pocket and he was wearing his cap on his head and the nanotech covers over it and entire covers up his head and Spidey looks out at sea and sees the ship in the distance "well ya'll I get to a wedding mates." Spidey runs to the edge of the building and takes a leap of faith as he skydives and quickly shot out a web line to the sky and swings to the ship and when Spidey reaches the peak of the swing he let go of the web line as he flips in the air feeling the rush of the wind and skydives to the ground and quickly shot out a another web line to the sky and swings over the sea and swings up over the ship and let's go of the web line and heads for the ship floor as he skydives and flips in mid air and hits the wooden floor and the gang expect for the Autobots notices Spidey was on the ship and Chuck looks at Spidey he was wearing his Spidey suit and gives him the thumbs up as Spidey starts to walks to the front of the ship and his brothers Altair and Ryder were the ones to tie the knot of the wedding of Spidey and Ariel and Spidey waiting for his soon to be wife. Odette superspeeds out and sits by Chuck and they look each other and they smile. Everyone was quieted down when they saw Ariel coming out with MJ in MJ's old wedding outfit with a golden crown on her head and she has the roses in her hand. She walked down the aisle to where Spidey was standing waiting for her. MJ gets to her husband and sits down by him and Ariel reached where her love was, the Assassin and the rider asked the final question to soon to be newly weds and leaders of the Roadburners v2. Altair asks Spidey first "Spidey, do you take this young woman, Princess Ariel to be your wife and sworned to protect?" Spidey looked at Ariel under his mask, smiled, and said, "I do Altair." Ryder asked Ariel, "Ariel, do you take this young man, Spidey to be your husband and sworned to protect him?" Ariel almost tears up and choked. She sniffled and said, "I do Ryder." They both exchange looks at the gang and looked at each happily. Altair and Ryder were happy was well and they said together, "We now prounce you husband and wife. You may kiss the bride." Spidey cupped her cheeks with both hands, and his mask was removed by nanotech and kissed her.**

**Scooby Doo got in between the newly weds and licked their cheeks. Everyone clapped and cheered for them. Chuck and Odette and Peter Parker and MJ were happy to see newly weds. 'They are going be a great family.' Thought Odette. Ariel threw the bouquet into the air and Odette caught it. Odette looked at Chuck and Chuck looked at Spidey with a nervous face. Spidey gave the Chucky a shrug and wished him luck. Chuck gave Odette a slight hug and smiled at her.**

**King Triton and Queen Athena lifted themself to see their youngest daughter. Ariel looked at her parents and gave them a goodbye hug. "I love you guys."**

**~Now we can walk~**

**Ariel let go of her parents and turned to see her husband. Spidey saw the royal parents and does a John Cena salute to them.**

**~Now we can run~**

**King Triton and Queen Athena knew that their youngest daughter was going to be happy for the rest of her life.**

**~Now we can stay all day in the sun.~**

**The sea king and queen had to go because of their duties. Ariel blew her parents a kiss and Spidey grabbed her arm with his.**

**~Just you and me,~**

**The newly weds waved everyone goodbye.**

**The sea king used his trident to make a rainbow and the newly weds goodbye to the merfolk.**

**~Part of your world.~**

**Spidey and Ariel looked at each other and they looked at Altair helds out his Sly cooper's style cane which was the wooden handle with a gold crescent at the top, giving the item the overall shape of a question mark "Ariel are you ready?" Altair asks Altair in a curious tone and she nodded and she looks at Spidey and kissed happily as Altair shot out a golden beam at the couple and Ariel feels the same powers of Spidey goes into her body and about 2 minutes later Altair shuts down the beam and his cane disappears in a golden light and runs to get her new gear and Ariel brokes away from Spidey and she feels she has the same the powers as Spidey and Altair came back with the gear and Ariel walks with Spidey to the table and Altair opens up the suitcase and reveals some of the same gear that Spidey has and Ariel grabs her Spider Morpher and clips it on her right wirst and the bow and arrows disappears into a blue light beam and shots at Ariel not even hurting her and her bullwhip of Spidey's flys out and straps to her waist line and her katana known as the Storm Blade control of weather and disappears into a yellow light beam and shot out at her again and lastly the last item was the one to transform her back into a human or mermaid but mostly into aliens was a green-black watch, its face replaced by the image of a green, black-outlined hourglass-crest it was the Omnitrix and Ariel smiles for Spidey and Ben giving her the Omnitrix and she helds her left wirst and the Omnitrix jumps up and straps on her wirst and Ariel is now Mrs. Spidey or Ariel the Ultimate heroine with Spidey the Ultimate hero and they knew were happy for their lifes.**

**But this story is far from over it only begun.**


	2. Justice League's dimension

**5 days after the wedding...**

**Spidey was training with Ariel to use her new powers they gone through their Spider-Man training, to the transformation of their watches, the blades, whips, and bow and arrow she passes them with flying colors and Spidey and Ariel heads to the kitchen upstairs in the house and they were wearing their Spidey suits without the masks and she walks along side with Spidey her husband youngest one that is. As they head to the kitchen to grab some water bottles and about 5 minutes later they reach the kitchen and Ariel sits on the chair with the table by the window and Spidey heads to the fright and grabs two water bottles from the fright and slam the door "hey Ariel think fast." Spidey tells Ariel as he throws the water bottle at her and Ariel's spider sense kicked in and grabs the bottle with high reflexes before even hit her and unscrews the top and drinks it as the water flows through her body and she feels refresh from the water and screws the top on again "thanks Spidey for the water and the training with you it was a workout ain't have since well...since I was a mermaid at the time." Ariel tells Spidey with a smile at him.**

**"Thanks Ariel and your powers are in great shape even your Omnitrix has your mer DNA and let tell me you that is one only way to change into your form as a mermaid." Spidey tells Ariel with a smile as he sits down from oppsite of Ariel in the chair and does the same with his water bottle.**

**The camera watchs the couple in the window and moves to the skys and transpots to the next universe of the dimension and the camera veiws a 18 year old young man.**

**He didn't know what to do now. They were all gone. Everyone he ever cared about was now gone. "It's all my fault." He sliently said. He was Peter Parker but he was also Spider-Man. He was standing on the ledge of a building over fifty stories high looking down. The rain poured down from the dark night sky but he didn't care.**

**His suit was in tatters from his final battle with his greatest enemy. But at a great cost. Everyone was dead now and he blamed himself, the same thoughts keeps going through his mind. That if he never put on the suit they would all still be alive. Now he had nothing left.**

**His body was battered and bruised and hurting, but it was nothing to the pain of his heart. Ever since the day he had lost his uncle he had tried to do the right thing because the wrong thing had cost his uncle his life. But for the past three years all he'd done WAS the right thing.**

**And yet still everyone close to him suffered. Now they were all gone. His life was empty and hollow now. There was nothing left for him. The police wanted him arrested for his actions and Jameson wanted to ruin him and blamed him for everything that seemed to go wrong.**

**He was labeled a villain but yet he wasn't. Why did everyone hate him for trying to use his powers for the right reasons? Why was he alaways persecuted? Why was everything in his life so hard and he'd had to suffer things no normal person his age ever had to deal with?**

**He had no answers. He didn't even know what to do next. His home was gone and his family, friends...and his love. Tonight he had lost the last things in his life that mattered to him and now he had nothing left.**

**"What point is three for me to go on?" He asked himself. "Do I have anything worth fighting for? Do I have anything worth...living for?" He searched deep within himself for an answer. But he was tried. He was tried of having to fight all the time and no one appreciated it, he suffered and had sacrificed so much in his life and for what? Just to have everything taken away from him. He was just so tried of it all.**

**He just wanted it all to end, all the pain, all the suffering having to see the people around him suffer and die. So in his greatest moment of weakness he chose to end it, to stop it all. He took one step forward and started to fall into the darkness. He didn't feel anything at that moment he didn't want to, he just waited for the end, and then he saw the light.**

**Above Peter Parker in the dark sky a certain bald eagle was flying over New York City and he sees that Peter had dive into a worm hole and Thunder flys at super speed and so fast that he sends out his scream and a sonic boom so loud it's reaches back to the universe of Spidey and the gang and Thunder transpoted back to Spidey's universe.**

**Spidey and Ariel were talking when Spidey picks up a faint sound and Ariel notices that look in Spidey's eyes and out of the blue Thunder shows up in the kitchen with Spidey and Ariel and Thunder screams to Spidey meaning someone has dive into a worm hole in a another universe and Spidey nods and Ariel asks Spidey what has Thunder say and Spidey tells Ariel that someone dive into a worm hole and she asks what's a worm hole and Spidey tells Ariel that a worm hole is a portal to a another universe different then this one and Ariel tells Spidey we should go there and Spidey looks at Ariel with a widen look but then smiles at her for her sense of adventure as him and tells Ariel to grab your stuff and Ariel nods and Spidey also tells Ariel that 3 members are coming with us to the universe and she smiles and nods and runs using her superhuman speed as she runs to their bedroom and Spidey runs to the front door uses his Ultimatrix to called the 3 members of the gang "Ben, Altair, and Sonic we got a mission to do and let's rock and roll." Spidey calls them through his Ultimatrix's comm link and up stairs as Ben Tennyson gets out of his room with a black back pack on his back with his stuff in it and runs down through the hallway, Altair grabs his gear and has a green duffal bag him on his back and runs with Ben at the same pace, and Sonic come outs of his room and wears a red back pack with his 7 Choas Emeralds so he can transform into Super Sonic and runs with Ben, Altair as they head to the front door with Spidey and in Spidey and Ariel's bedroom Ariel gather her stuff as puts her hoodie in the back pack and puts it on her back and the Spidey suit takes in it and the web cape on her back stretchs down to her butt looks it like teared at the end and Ariel turns to the doorway and runs to the front door using her super speed and she passes the kitchen and Thunder takes flight as he follows Ariel behind and she reaches to the front door with Spidey and Ben, Altair, and Sonic reaches them and Spidey and he looks behind him and looks at the front door and opens up and their masks came back on by nanotech "let's ride boys and girls." Spidey tells the four to follow and runs to the cliff with them and at the end of the cliff was a white portal and Spidey and Ariel sees the worm hole with the small gang and Spidey jumps into the portal along with Ariel, Ben, Altair, Sonic, and Thunder following this Peter Parker from the Ultimate Marvel universe into the next universe between theirs was the DC or the Justice League universe.**

**The Watchtower, home of the Justice League was orbiting around the Earth. Currently the members were around the meeting table for a meeting that Batman had called them for. He sat there in his usual chair all dark and moody. "I've noticed that lately our team has been stretched a little thin lately." He said to them in his usual dark voice. "Most of use not only have our cities to protect but the League missions tend to have us spread ourselves too thin at times."**

**"We've either have had to ask for outside help like with Static not long ago and that got me thinking. We could use more members that we can call upon for help when other members are too busy with dealing with something else."**

**"Batman makes a point." J'onn the last of the Martian people said in his usual calm voice. "Often times we've only had two or three members have to deal with problems that could easily been handled by the entire League."**

**"Not to mention the problems we would run into if one or more of us fall." Batman said to them refereeing to when they believed Superman had been killed by Toyman.**

**"You really know how to bring out the sunny topics Bats." Flash said.**

**"But I'm right." He said not phased by Flash's comment. "We need to plan for the future."**

**"Is Supergirl ready?" Diana asked Superman.**

**"Well...she's old enough now, but she's never had to work on a team before." He told her but he was unsure. Sure he thought Kara would be a good replacement member one day but she was still slightly rough around the edges.**

**"Well if you guys can't get Metamorpho to join up I could get something to call the Guardians and have them send back Kyle if you need a replacement for me." Green Lantern told them. Hawkgirl looked at him in surprise and placed a hand on his.**

**"John no one could replace you." She told him sternly. Their relationship had been a little rocky after her people had came but they slowly gotten their relationship back on track.**

**"Let's face it guys." Flash said leaning back on his chair. "It's hard to replace any of us it's not like a a good choice for membership fill fall out of the sky or something." If right on cue when Flash said thoses magic words because all of the suddenly a white light of a worm hole was there above their heads around the table and as soon as it disappeared it drop about six people, one animal fell out of it and landed on their table on top of each other. Flash looked up to the ceiling. "It's not like a million dollars and beautiful swimsuit models will fall out of the sky...oh well I had to try it."**

**Peter however groaned. Being dead seemed to hurt just like being alive, even feels some weight on his back under him, so he guessed he wasn't dead after all. 'Terrific...another thing I failed at.' He thought. The weight on his back as Thunder, Sonic, Ben, Altair, Ariel and Spidey roll off of him onto the floor and they lay down on the floor around the members of the Justice League. The others were shocked by this number of the six people with a bald eagle sudden arrival. The person on the table was dressed in some kind of red and blue costume with black web design on it and there was a spider design on the back, it was also ripped in a few areas from some kind of battle.**

**Peter slowly pushed himself up to his knees. So does Spidey in his Spider-Man Unlimited suit and Batman wasted no time and grabbed the intruder Peter from behind before's Peter's head was clear enough to think clearly and for him to notice his spider-sense going off. "Who are you? How did you get in here?" Batman demanded.**

**'Okay so far my life just went straight to hell, I have no idea where I am and I got some jerk trying to give me a full nelson.' Peter thought angrily. He looks at the other ones on the floor and notices about two wearing the same Spider-Man costume but the design on them were different to his spider suit and the one was rising slowly to his feet. "You know what?" He snapped at Batman. "I'm having the worse day in my life at the moment, I have no idea where I even am and you really want to know who am I? I'M SPIDER-MAN!" With his strength he forced himself out of Batman's grip and gave a kick sending the Dark Knight off the table sending him in direction of Spidey and his gang.**

**Spidey got up to his feet and his spider-sense kicked in and jumps up to the ceiling as Batman was send flying to the wall and Spidey lands on the floor and the others one get up and Thunder lands on Spidey's right shoulder and the others one of the Justice League ran to Batman and help him up.**

**Batman recovered quickly though. He had made a mistake of thinking that someone with that kind of build wasn't stronger then him but he knew better now.**

**"So I don't know who the rest of you are but as for me...I'm out of here!" He said angrily and fired a web line to the ceiling and swung himself to the another level of the tower and went through a door.**

**Spidey looks at his gang "ya'll let's get gone!" Spidey tells them as Thunder takes flight and Spidey along with Ariel, Altair, Ben, and Sonic as they ran out of the meeting room and they disappear into the levels of the tower.**

**"Stop them!" Batman said. "We have no idea what they could get into up here."**

**"But be careful." Superman warned. "He looked hurt and those people didn't looked hurt but one thing for sure. If they doesn't know where they is, then them didn't come here on purpose so they might not be a threat." The others members of the league started to search through the installation.**

**After a few minutes Flash was getting confused, he had already ran all over the place and searched every room and still no sign of him or them. He touched the communicator in his mask. "Guys I've checked everywhere and if I can't find him or them they can't still be here."**

**"Flash there was no unauthorized lauches so they still here." Batman said over the other line.**

**"Well what if they got the same way they got in?" He asked. He waited for Batman's return but the line was silent. He figured Batman was thinking about that so he walked on. Unfortunately for Flash he didn't notices the grate overhead him from the air vents being silently pulled free.**

**Peter wasn't sure where he was but he did meet up with those people were with him as they were behind Peter and they know they didn't belong here. It was strange first he wanted it all to end and here he was fighting for his life with Spidey and his gang. If he wasn't too angry and depressed he would laugh at this moment. But he guessed landing on the table along with Spidey and his gang had knocked some sense into his head. Now he just had to make sure he got out of where ever he was with them and then he'd think of what to do next.**

**The guy in red seemed fast, he'd seen him just appear in a blur so he would pose a problem so this was most likely his only chance to take him out for a while. Flash stopped at an intersection and thought about where to go next when he heard some kind of 'twip' sound. The next thing he knew he was hanging upside down. "What the?" He saw the Spider-Men with a Spider-Girl with them and 3 other ones take off from the vent and run down the hall, well at first he thought it was on the ground but he realized that being upside down the guy was on the ceiling.**

**He looked up to see his feet in some kind of webbing which was suspending him from the ceiling. "Hawkgirl will never let me live this down." He muttered. He turned on his communicator. "Guys I'm in section 4-F they are heading to the observation deck."**

**"We're on it." J'onn said to him.**

**"Uh...and could someone get me down? He got me hanging from the ceiling from something and I can't get down." Flash said embarrassed.**

**"You're kidding?" Hawkgirl said, the humor in her voice was evident.**

**"Just get me down." Flash said annoyed. "All the blood is rushing to my head."**

**Peter and Spidey with his gang however were trying to find an exit or a window or something to help them out. The vents were easy to get around for them but he didn't have a clue where to go in them. Peter ask Spidey and his gang their names just to get that out of the way and Spidey tells him his name, points to Ariel and her name is Ariel, one in the white robes is Altair, the hegdehog is Sonic, and in the green jacket is Ben and Peter tells his name to them. So when they got to a large area they looked around. They looked up and saw some glass on the second level and could see the night sky. He leaped up and Spidey has Ben and Sonic on his back and Ariel has Altair on her back and they do the same with Peter as they crawled to the second level but when Ariel, and Peter looked out they weren't prepared for the view.**

**They saw Earth, it wasn't the night sky they saw it outer space. Ariel looked out of the mass of outer space and she asked Spidey what's this and Spidey told her it outer space Ariel. "Great...I'm so screwed." He seening the view. Even if he found some kind of vehicle there was no way he could pliot it but Spidey might do it.**

**J'onn phased up through the ground from behind them as they are looking out. He could sense Peter's mindset. There was so much pain and sadness that seemed to fill his mind. "Please calm down we mean all of you no harm." He said.**

**Peter jumped thinking he missed his spider-sense but Spidey and Ariel didn't with theirs and they turned to him. "Look I don't know what the hell is going on here but I know harm when it up and grabs me from behind." He shot at him.**

**The others started to arrive at that moment. Superman slowly came closer. "I apologies for Batman's actions, he has a tendency to get carried away at times, calm down and just tell us how all of you got here."**

**"I don't know!" He shouted but Spidey and the gang reamain unphased of Peter's outburst. "All I DO know is that this has been worse day of my cursed life!"**

**"Cursed life?" Diana questioned him. "Why do you say your life is cursed?"**

**Peter was just getting frustrated now. Spidey sense the waves off from Peter and Spidey helds out his arms to the gang and walks backwards slowly away from him. He was at the breaking point and he couldn't take it anymore, he had to vent it and if these people wanted to know about him then fine. "You want to know why? Fine! How's this for starters? When I was a kid both my parents died in a plane crash that may or may not have planned. I was raised by my uncle and aunt my only living relatives. Then after I got my powers I fail to use them to do the right thing and my uncle who was like a father to me died because of it! Then there was an old childhood friend of mine Eddie. He got taken over by this suit my and his dad worked on and when we frought he ended up getting killed cause it took him over!"**

**"Then a friend of mine Gwen Stacey, her father was a cop that got killed from a guy pretending to be me, then Gwen herself dies, and quite horribly by the way since her body was nothing more then a gray and shriveled mass afterwards, by a creature that went on a killing spree! But to make things worse the creature was made from my own blood!"**

**"Then tonight...tonight I fought my greatest enemy the Green Goblin and guess what he did? He blew up my home, with my Aunt May, my girlfriend MJ and my best friend Harry while they were still inside it! I was outside just walking home and the next thing I know here comes the Goblin from out of the sky and fires a bomb at them blowing them all up right in front of me!"**

**"Then I fought him and he got killed by accident!" Peter felt the tears now under his mask and his voice was cracking from the emotional pain he was going through. He slowly slumped to the floor. His strength totally gone now as he began to sob. "I...I just tried to do the right thing...for three years all I ever did was try to help people...to use my powers responsibly...now...now everything I had is gone."**

**Ariel feel really sorry for Peter and her eyes started to water as she grabbed Spidey's arm and Spidey felt sorry for him due to his life had the same meaning from Peter's storys of his life and Altair does felt sorry for him due to his parents were killed in a house fire by the Templars and the others didn't know how to respond to that. J'onn could feel the pain coming off the man in waves and he went next to him between Spidey and him. "It's alright...I too know the pain of loss." He placed a hand on his shoulder. "You're tried...just sleep." He put a little telepathic command behind it and Peter soon found himself asleep. Spidey and the gang does the same with Peter.**

**"Gezz...J'onn was he telling the truth about all of that?" Flash asked. He wasn't sure if he wanted the answer to that.**

**The Martian nodded. "I sense no lies from him...it was all true even sense it from this boy right here." J'onn point to Spidey on the ground with his gang.**

**"By Hera." Wonder Woman said sadly under her breath.**

**"We should this man's injuries and theses people to see if they have any injuries looked at." Batman said and everyone got back into motion. They had taken them to the medical bay and put them on each of the tables. They started with Peter as they pulled off his shirt and they could see a few cuts and lots of bruises not to mention old scars.**

**"Is that a bullet wound?" John Steward asked seeing the round shaped scar. He'd seen his share of those from his time in the Marines.**

**"Should we take off his mask?" Flash asked everyone looked at him. "Hey he might have head injury and well...we have to check." He said shrugging. There were a few tares in the mask so J'onn pulled it off and everyone was surprised by what they saw.**

**"Good Lord...he's just a kid." John said staring at the youthful face that was battered up.**

**Batman looked long at the young man laying on the bed. He knew the kind of hardships life could give you but even he was slightly moved at the sight thinking back on his rant earlier. He didn't show it but he felt he could relate to this young man and he turns to look at the one beside him his costume was has no rips on it. He'd had gone through much and most of the other league couldn't comprehend that kind of pain with the exception of J'onn.**

**Batman spoke up then. "Well let's get him fixed up, and J'onn I know you don't like to enter a mind without permission, but we need to know as much as possible. He said he'd been doing it for three years yet I've never heard of a Spider-Man. We need to know where he comes from and they also the same thing."**

**J'onn thought about it, he didn't like the idea but Batman made a point. He would try and stay clear of the more personal things and he simply nodded as he examined his mind before he starts on their minds. He found his real name but what he saw made no sense. It was Earth, same time period basically yet it was different. None of them were in it, and there were other heros in the world as well as a different species of humans born with powers called mutants.**

**He found other memories, like the ones he talked about, when he saw the young blond girl's body that was of Gwen Stacey he hadn't been prepared for the horror he saw. He saw the others deaths and many battles. Even getting shot by the police. It was a sad life yet for three years he struggled, there was something admirable about it. But then his last memories before he came here were terrible.**

**When he pulled out Peter's mind J'onn felt a deep respect and yet a great sadness for this young man. "His name is Peter Parker...and his life hasn't been easy. I believe he comes from another Earth like the Justice Lords but one very different from our own."**

**Batman had been helping bandaging him up from years of experince on himself. "Tell us later, I think we need to get him fixed up first." J'onn agreed and together they patched him back up while the others waited outside. When they were done J'onn move to the next one bed beside by Peter and the others one surrouned Spidey and Flash trys to pull off the mask off of Spidey but he can't like the mask was glued on and Altair starts to come too and sat up in the bed and notices that they were trying to remove Spidey's mask and gets off of the bed and walks to side by Flash "you know can't rip it off my friend." Altair tells Flash in a calmed tone.**

**Flash gets scare by Altair and J'onn looks at the young man in the white robes with his hood up. "What do you mean 'can't rip it off' it's a mask." Flash tells Altair in a surprise tone.**

**"It's a nanotech suit on Spidey ya'll one way to remove it is use the Spider-Morpher on his right wirst like so." Altair tells them as lift Spidey's right arm and the nanotech reveals his watch and press the button as the suit shut down and the nanobots retrace into the watch and Flash, J'onn, and Batman watchs the nanobots trace back into the watch and about 7 seconds later Spidey's nomarl clothes were on him and J'onn looks at Altair and thanks him for that and Altair tells them no problem and Batman looks at Spidey on the bed and Altair warns Batman not to touch him because he has no injurys on him and behind them Sonic and Ben wakes up and Altair, Flash, J'onn, and Batman notices them were up and Ben and Sonic get off of the bed and walk to the other side of the bed and Spidey starts to wakes up as he opens his brown eyes to the light and Altair, Ben, Sonic notices Spidey was up as Spidey gets up slowly on the bed.**

**"Hey dudes what's up." Spidey asks his bro and friends and notices there were three other people around him and looks behind and aorund "let me guess you J'onn, Flash, and Batman it's nice to meet ya'll it's seens my brother told you my name." Spidey asks them in a calmed tone and they nodded and Altair tells them to let him get little room and they back away a bit as Spidey gets off of the bed and stretchs his bones and notices that his wife was out like a light but she was about to wake up at any moment now "Spidey who this?" Flash asks Spidey in a curious tone.**

**"Believe me if I told you she's my wife Flash and her name is Ariel." Spidey tells Flash and Ariel wakes up and her nanotech mask removed letting out her red long blood hair and Flash's jaw drop at Spidey's wife 'man she looks like Diana but only shorter in height' Flash thought. Ariel opens her blue eyes and sat up in the bed and gets off of the bed and J'onn asks them to follow them and they nodded as they walk out of the medical bay with them and J'onn told everything about their young friend and they ask Spidey and his gang who are you and they tell them everything from Spidey's gang and they were surpirse that Spidey has a team back in their world.**

**They knew that more then his body would need to be healed after what they had just learned from Peter to Spidey and his gang. "If he did try to commit suicide then we should place a watch over him." Superman said.**

**"So whose up first?" Flash asked.**

**"I am." Batman said surprising everyone expect for Spidey and his gang. Superman guessed his reasons as the Dark Knight went off to the medical room to look over him for the night.**

**"Just when you think you know a guy the Bat grows a heart." Flash said under his breath hoping Bats didn't hear him.**

**In the medical bay...**

**He wasn't aware of much at first when Peter opened his eyes slightly he saw he was in some kind of metallic lined room. He was on a bed and then noticed he had been stripped of his costume, had bandages om him and an IV in his right arm. His hand went to his face to confirm that he was missing his mask.**

**"So you're finally awake." Peter looked to his left and there was tall dark and mencacing again.**

**Peter sighed to himself. "So it wasn't a nightmare...great." He muttered. His body still hurt but the pain inside was killing him. The memories of last night at least by his accounts, he had no idea how long he'd been out or Spidey and the others were at, but that didn't matter to him. The only thing mattered was he was in a place he had no clue as to what was going on and he had lost everything that mattered to him in life.**

**"Where am I? Cause I don't remember anyone telling me we had some kind of space station like this in orbit." Peter asked, although if there was he'd figured Fury and SHEILD had something to do with it.**

**Batman considered his options but he decided that him would be most likely the best course of action. "You're aboard the Watchtower. It's headquarters for the Justice League a group of heros that defend Earth and even other worlds at times." He saw the confusion on Peter's face and decided to lay the bombshell on him, he knew it would be difficult but he deserved to know.**

**"I told J'onn, the big green guy, to use his telepathy to find out more about you Mr. Parker." He could see from the body language he didn't like that idea, and Batman could sympathies he didn't like the idea of someone going through his mind either but it had to be done. "We figured you somehow crossed over from your reality to ours, how we don't know but I'm looking into it."**

**Peter took all of what he said and thought about it. It kind of made sense, the station and how he had never heard of this Justice League or anything, but wasn't sure if that was a bad thing or a good thing. He didn't know what to think exactly or feel, at the moment he was too numb inside to really care. There was a long silence as Peter thought about it. Batman even thought he wasn't the exactly the conversationalist of the group but he could use this to ask a few questions that he'd like to know about.**

**He went over to a table that had his costume and gear in it. He took one of the wirst devices that made his 'webbing'. He hadn't had time to give it a proper examination but the design intrigued him. "Tell me, you started out at fifteen correct?" Peter merely nodded. "Who gave you these?"**

**Peter felt a little angry that Batman had insinuated that he couldn't have done it himself. "No one. I made them myself. The formula was made by my father before he died but he didn't finish it so I did and created the web fluid and the web shooters for them."**

**Batman raised an eyebrow under his crowl. He wasn't one to be impressed easily but the fact that fifteen year old had done all of that on his own was an accomplishment. He could tell by the design of the shooters that they were made by someone very skilled in science. He started making mental notes on him adding his known powers and his intelligence to the file forming in his mind. He also would have to copy the medical file they were starting on him.**

**He had to admit Parker had nearly as many scars as himself, which told him a few things. Either he faced some pretty nasty characters from his world or he was careless. But after evading the League and tying up Flash showed him he wasn't exactly careless and filed that away in his mind for further study.**

**However he didn't show any of this as he placed the 'web shooter' as Peter called it back on the table. When he was relieved he would take one to the lab for tests, he also made another mental note to give him an IQ test to see just how smart he really was.**

**"Why are you here and where's Spidey and the others?" Peter asked him. Peter thought that this Batman wasn't the caring type but then why was he here and where Spidey with his gang? Thinking back on it he had seen Batman sitting in a chair like he was waiting for him to wake up and then 3 seconds later after that Spidey and his gang fell on him.**

**"While going through your mind J'onn said you tried to kill yourself...I figured leaving you alone wouldn't be wise." He said coldly. "Oh don't worry about them they're in a bedroom three levels up in the Watchtower."**

**Peter grimaced. He should have known that would come to bite him in the ass again. But Spidey and his gang are all right. "Yeah well...I think the fall and that Spidey and his gang fell on me knocked some sense into me...I don't think I'll try that again." He told him shifting to his right slightly so his IV would be pulled out and started looking out window to the stars beyond.**

**Batman studied him and was wondering if he was telling the truth or not. All the regular signs of someone lying weren't there, it also helped that he could see his vitals in a nearby machine so he could see that his heart didn't go up. "I'll leave you alone then." He picked up one of the web shooters and walked to the door.**

**"Could you turn out the light? I can't sleep with it on." Peter asked him. Batman flicked the light switch and the room was nearly engulfed in darkness with the exception of the little lights from all the medical devices on.**

**Batman as soon as he exited the room saw Diana there, appearntly she was the one to relieve him. He closed the behind him. "He wanted to sleep...I don't think he'll try anything but keep an eye on him and the others in the monitoring room with the night vision camera just in case, I have something to work on." He told her as then moved past her.**

**"Wait." Diana said and he stopped but didn't turn around. "How is he?"**

**Batman thought about it. "Physically...fine...emotionally...that's another story." He simply said and left her behind. He knew better then most the kind of pain he was most likely feeling. It had been years since he had witnessed the murder of his own parents. Even thought the pain wasn't as bad as it had been...it was still there.**

**The next day Superman went to get Batman for the meeting to discus what they would do with Peter and Spidey and his gang. When he entered the lab he saw Batman looking over the belt and both web shooters they had taken off of Peter. "You haven't been working all night on that have you?" He asked him although he wouldn't be surprised if he had.**

**"No." He simply said.**

**Clark couldn't help but shake his head at the answer. It was a typical Batman response. "The meeting is about to start, by the way why the insterests in those?"**

**Batman stopped his work and turned to face the Kryptonian. "To learn more about him, did you know he made all of this himself at fifteen?" Superman was surprised by that he thought he got them from someone or had someone teach him how to build and make them. "The web fluid alone is a brilliant design. It's some kind of nylon base substance with the strength of steel. It also dissolves when it hits the air after an hour but the composition of it suggest it can be altered to be stronger, weaker, or last even longer."**

**Superman smirked. "If I didn't know any better Bruce I'd say you admired his work."**

**Batman was silent for a moment. "I admire his intellect, it's not often you find someone that young with that kind of ability, plus he's smart. I wouldn't be surprised if he's smarter then some of the people I've hired in my science division at my company."**

**"You think he's _that_ smart?" Superman asked him. He knew that Bruce hired some of the best minds and if he said that then it was something to think about.**

**"Possible...but I want to test him out and see for myself." He told him. Then he left the equipment on the desk and went to the exit. "Are you coming? You said the meeting was starting."**

**When they all had gathered around they were starting to discus what to do with their new guests. "Well any ideas?" Superman asked.**

**"I say we let them stay." Flash said.**

**"We can't just let them stay here, the watchtower is not a hotel." GL told him sternly.**

**"But here else will they go?" Diana asked him. "They had no home here and he's alone in the world beside them." She could relate to that too, ever since she was exiled from her home, but she had found a new home here with her friends, and she wasn't alone in that regard.**

**"I agree with Wonder Woman." J'onn said. "We have no way of sending him or them back to their worlds, since no one knows how they crossed over to ours. Plus even if someone did send Peter back...there isn't anything back for him." He said saddened by it. He to knew the pain of losing your home, since his world was now a dead planet.**

**"Yeah I mean, maybe they were sent here for a reason, did ya think of that?" Flash asked everyone.**

**"Whatever the case I don't think we can just dump them off somewhere." Superman told the group. "Their condition I think it best if they stay here where they can the help they're need."**

**The debate didn't go on for long as they voted to keep them with them for the time being. They also agreed not to reveal anything like their secret identities (For those that had them) until they could be sure of trusting them.**

**A WEEK LATER**

**Peter was dressed in a plain T-Shirt and pants. He wasn't wearing any socks and was bare foot but he didn't mind, he was still recovering from his physical injuries slightly. He had to spend the first three days in the medical ward before they left him out. He walked around with Spidey and his gang around the station and they had learned much about this new world they was most likley stuck in. (If only Peter knew that Altair has a secret weapon)**

**He was fine with that. It wasn't like he had any reason to go back. They read up on current events and of some of the cool things around this place. Spidey had told Ariel not to touch this stuff and she nods. There was technology here more advance then anything he'd seen of heard of and he bet old Nick Fury and the Ultimates or Reed Richards would have loved to have gotten their hands on half of this stuff.**

**He got to bunk with Spidey and his gang in the room to sleep in, there wasn't much there since he arrived with literally the clothes on his back. His costume had been repaired but he hadn't even looked at it since he put it away. There a few clothes that the League had loaned him since they couldn't just throw him and them out on the street.**

**They seemed like a nice bunch to Peter, Spidey, Ariel, Altair, Ben, Sonic, and Thunder even Batman seemed to have his moments now and then, that is once you knew what to look for. But he kept to himself mostly but with Spidey and the gang, that and the Leagues were usually off saving the planet or some other planet so he was left alone with Spidey and his gang some times since they couldn't spare anyone all the time too look after them, in some of those time he used his time just to think. They had been shown some the systems and had decided that if they were going to stay here they might as well earn their keep.**

**Although ever since he woke up in that medical room he had cried himself to sleep every nigh that week and he knew it would be a while before he stopped. When his uncle had died he had cried for two weeks straight but this was worse then that.**

**Now they were just sitting on one of the guardrails looking out at the Earth lost in thought.**

**Watching him from a distance was Flash, Green Lantern and Hawkgirl. Hawkgirl couldn't help but how they alaways seemed to keep perfectly balanced and envied that ability. As a warrior they strived to keep herself in top condition and perfect balance was key to a great fighter and she had worked hard for that not easy for a species with wings since her center of gravity shifted whenever she moved them. Yet to the five humans and the hedgehog was so simple, it was natural for them. The boys and the girl-no young men and woman she corrected herself, when you look into Peter's eyes you didn't see the eyes of a child but of a veteran and Spidey, Ariel, Ben, Altair quite the oppsite expect for Altair you see a killer in his eyes.**

**Someone who had won and lost many battles in life and had seen and done much. Plus she had seen the scars he had of his battles on his body too when they had dressed his wounds, she could tell he had been through a lot.**

**"Peter really looks depressed." Hawkgirl said thinking out loud.**

**"Can you blame him?" Flash asked her. "I mean he's had every member of his family killed off one by one over his life, his girlfriend, and several friends, he's stuch in a strange world with no way home, beside them, and I don't think they're got a clue what to do now with their lifes."**

**"I can't believe I'm saying this...but Flash is right." Green Lantern said looking at Peter in between Spidey and his gang. For a week he had noticed how their guests were quiet and didn't talk much, they did respond to their questions but rarely started any conversations. He had to admit though with them around the Watchtower was running more smoothly with someone on call to do all the maintenance work any time during the day or night. He also had noticed the bags under Peter's eyes. He was wondering just how much sleep he was getting but he figured it wasn't much.**

**John himself had nightmares a few times from his days in the Marines. He had seen some nasty fighting, even seen a few good buddies of his killed, so he figured Peter wouldn't get any decent night's sleep for awhile.**

**"Whoa did you say I was right?" Flash said grinning.**

**"Law of averages." GL stated. "Even you have to be right at one point." He said smirking.**

**"Funny." Flash said flatly. "Well I'm going to go and see if I can cheer them up or something."**

**"Just don't get 'tied' up with Peter." Hawkgirl said with a smirk. Flash groaned at the implied joke in that. For a week it had been a running joke on how the fastest man alive was so easily caught and he had to be cut down too. It didn't help that when she had cut him down he had landed not too pretty on his head.**

**He zoomed over to them. "Hey everyone what's up?"**

**Peter shrugged. "Nothing much...just thinking."**

**Spidey and the gang does the same.**

**Flash could tell that Peter was in one of his darker moods. "You all want to talk about it?" He asked seriously. The other members had talked to them from time to time trying to get them to open up and to learn more about them, they didn't really hold back, mainly because Peter had never been able to tell anyone all his problems with the exception of MJ, so it was kind of nice to be able to open up to more people.**

**"I was just thinking...well...how I never got to say goodbye...I never had a funeral for them...I guess someone already took care of it...I guess everyone thinks I'm dead too." Peter said sadly still looking out the window.**

**'Okay...this is going to be tough.' Flash thought scratching the back of his head. "Yeah...I wish I could say I could relate, but honestly...I can't."**

**Peter smirked a little. "Well at least your honest...I just wish I had something to remember them...and her."**

**"That girl was pretty special to you huh?" Flash and Ariel asked at the same time. They had heard Peter talked of MJ a few times and the way he talked about her it was obvious that he cared for her. Even Ariel knew a another MJ back in Spidey's Earth.**

**Peter's nodded, as his eyes got misty of her memory. What he wouldn't give to see her again, to touch her, he missed her smile, her voice the sent of her hair. He missed everything about her. "Yeah...we started dating shortly after I told her I was Spider-Man. She was the first person I told it too, at first it was great but...she worried about how I was getting hurt. We broke up for a time but we worked things out and got back together."**

**"So she was there for you mostly the entire time huh?" Flash said.**

**"Yeah...sometimes I don't think I could have made it for so long if it hadn't been for her."**

**"Wow...she sounds like a great person." Flash told him sincerely.**

**"Yes...she was." Peter said using past tense.**

**Flash grimaced at that then he put his arms around Peter and Spidey. "Hey why don't we all hit the kitchen for a snack I don't know about all of you but I need to keep my energy up and you can tell me more about her and everyone about your lifes. That way at least there will be seven of us that knew her."**

**Peter smiled slightly. "Sure...and Flash...thanks."**

**"Same here little buddy." Spidey says with a smile.**

**LATER**

**Diana and Superman were walking down the corridors to the kitchen area. "So how do you think everyone is coping?"**

**Superman sighed and thought about it. So far they had become like an extended part of their little 'family' somewhat. He himself had actually gone back home a few times worried about leaving Peter, Spidey, Ariel, Sonic, Altair, and Ben alone up in the Watchtower. He had even confessed to Lois as what was bothering him.**

**He was glad he had finally told Lois that Clark Kent and Superman were one in the same, okay sure she had been a little pissed for keeping it from her for so long, and she didn't speak to him for a few days but after she had a chance to calm down they had worked things out. She was shocked at the story he had told her of Spidey and Peter and the gang and she could understand why lately he seemed far away at times.**

**Superman sighed. "I honestly don't know Diana...I hope they're getting better." Then they heard some loud laughing and both looked at each other and then hurried to the kitchen and there sitting at a table was Flash, Peter, Ben, Spidey, Ariel, and Altair actually laughing.**

**"You seriously did that?" Flash asked holding his stomach from laughing so hard.**

**Peter nodded his head. "Yeah well, I was surrounded by cops and SHIELD agents both were arguing over who would arrest me so I needed a distraction."**

**"But I can't believe when you pointed and asked 'is that was Charlton Heston?' they all just stopped and looked that way and you got away!" Flash broke into more fits of laughter.**

**"Hey no one said government or public servants were all smart." Peter said grinning.**

**"And Ben you're telling me that you beat down a whole bar, broke into a spaceship, and threatened to turn a big alien guy's into a sweater, all with the same alien?"**

**Ben smiled and said "That's Rath for you."**

**Peter and Flash laugh at Ben's life of a hero.**

**Superman smiled as he looked at Peter that seemed for the first time looked like he was actually enjoying himself with Spidey and his gang with Flash. He looked to Diana with a small smile. "You know...maybe he might be getting better after all."**

**They grabbed something to eat but they watching as Spidey and his gang and Flash and Peter traded stories about some of the more pleasant times of their hero careers. "I tell all of you I am glad that you're here now." Flash said taking a cup of his fifth coffee that had cream and thirty-seven sugars.**

**"Why's that?" Peter and Spidey and his gang asked poking at what was let at their pasta.**

**"Cause now I'm not the youngest person here." Flash said smiling.**

**"Yet mate...you're still the most immature." Spidey remarked.**

**"Yeah and I'm still the-hey!" Flash said causing everyone to start laughing. "Oh good one...ya'll definitely going to be fun." He said with a smile.**

**"Man that's crazy," Flash chuckled. "You think that's crazy? You should hear what happened at the end of my first summer with the Omnitrix."**

**"Do tell," Flash said, wanting to hear more humorous tales.**

**"Well, this guy brought a team of all my old baddies together. They called themselves the 'Negative 10'," Ben said, knowing that Flash would understand. He had heard about the Secret Society incident, so that was something Ben shared with the Justice League.**

**"Their leader wanted this thing called the Sub-Energy, which gave him nearly unlimited power. So me, Gwen, Grandpa, and this kid Cooper are all fighting these bad guys, and I'm using this new alien called Eye Guy," Ben explained.**

**Flash nodded, indicating he understood. Ben continued.**

**"So the others say they can hold the Negative 10 off while I take down their boss, Driscoll. And so I use Upchuck," Ben said. Flash began laughing again. Ben had told him about Upchuck, and Flash considered it absurd to use such a little alien against a massive energy source.**

**"Well, I managed to use Upchuck to swallow the Sub-Energy, and then I released it in one big blast. I beat Driscoll, but..." Ben said, trailing off. He was kind of embarrassed about what came next. Then came Flash's inevitable "But what?"**

**Ben smiled sheepishly. "I... Kind of obliterated Mount Rushmore in the process."**

**Peter and Flash's jaw fall instantly.**

**"Yeah, that's the part I'm not proud of," Ben said.  
****  
It had been a few days since Flash along with Spidey and his gang had started to get Peter to open up and currently Peter was walking with Spidey and his wife Ariel to the observation room. They had just finished tuning up the big spaceship thing in the main hanger bay, Peter forgot the name of it at the moment and before that they were learning about the teleportation units. Peter still couldn't get over that piece of equipment or even Ariel for that matter. He guessed Hinesburg wasn't completely right about teleportation not being possible after all.**

**He smiled at the thought, he always loved science even he has the same thing with Spidey he loved science and knew how some the things that Peter doesn't know about and there was just so many cool things, especially since they were told a lot of it was either came from top secret research or alien technology. Although he was surprised when he learned that J'onn, Hawkgirl and even Superman were actually aliens. But really surprised Peter that Spidey's wife was a mermaid even that he thought it was fake but Spidey explained to him and Ariel even showed him one time.**

**He knew it sounded a little geeky but he thought that was just so cool and Spidey's wife and his gang were different kinds of heroes. Peter find out that Ben has a watch known as the Ultimatrix, which allows him to transform into alien species and use their abilties, Sonic was a hedgehog who has superspeed can rivals with Flash's speed, Altair is a Assassin who only kills if someone goes nuts with power and breaks the peace in mankind. Peter was surprised at that but at first he thought they were mutants but apparently there weren't any mutants in this reality at leasts not ones with an x-gene. More like enhanced humans like him and a few other aliens as well. Plus the fact he learned that Diana was actually technically an immortal created on an island full of Amazon warrior women that didn't age was a bit of a surprise too, but not by much.**

**But then again the Ultimates had Thor, an actual god on their team so it wasn't so far fetched he guessed. He remembered the look of surprise on her face when he told her he had actually met Thor a few times and that he was the Asguard thunder god. Boy was she surprised at that.**

**As they got to the large window he leaned on the guardrail over looking the view of Earth. Even thought it was pretty cool that they have been living on a space station he loved the veiw of Earth from here.**

**"Troubles?" Came the voice of J'onn from them making Peter jump.**

**"Geez man, I wish you and Batman would stop doing that." Peter said placing a hand over his heart.**

**"Hey J'onn." Spidey says in a grin.**

**"Hey J'onn!" Ariel says with a smile.**

**"Hello Spidey and Ariel." J'onn says in his usual calm tone.**

**J'onn smirked at Peter. "Sorry about that. All of you to like this view."**

**"Yeah." Spidey, Peter, and Ariel nodded and went back to looking out the glass. "It kind of makes me feel like I'm not so alien to this place."**

**J'onn smirked at Peter's choice of words. "I thought I was the alien here?"**

**Peter let out a small laugh. "Yeah I meant in another fashion. I know that Earth wasn't your home but in a way it's not mine either." Peter noticed the look of slight confusion on the Martian's face and decided to explain. "You see that my be Earth but it's not MY Earth. If Mars was back to the way it used to be but everything that made it home to you was gone would it still be Mars to you?"**

**J'onn considered his words. They were surprisingly insightful for one so young. "I can see your point. I know what it's like to feel like you don't belong...and not having a home to go back to and having everything you love taken from you...it's not an easy existence."**

**"No...it isn't." Peter said sadly. It was strange in the time he had spent felt more like he could relate to J'onn the most. They were both silent and didn't say much about their past because Peter figured it was just as tough for J'onn to talk about his past as it was for Peter to talk about his or even Spidey's past for that matter.**

**J'onn too felt like Peter understood him better then some of the other members could, in a way they had gone through much the same, and he was surprised how someone human could feel just as alien to Earth as he did. "You know, I once thought I would never be able to 'fit in' as they say to this world. That I would always feel like an outsider. But in the two years that I've been here I've found that if I let myself I could find a home on this world...and you can too."**

**Peter thought about it. If a Martian can feel like home on Earth then he guessed he could too, it would just take time. Peter turned to smile at him. "I hope you're right."**

**J'onn smiled. "I think so...you know what helped me to feel not so foregin from this world?"**

**"No, what?" Peter asked him intrigued.**

**"Friends." J'onn told him simply. "If it hadn't been for my friends in the League I wouldn't feel so alone like I did so many years ago, and I know the rest of the League if you let them will be there for you."**

**Peter smiled at the man's words. "Thanks...that means a lot...and you're right too. I mean in my old life I had few friends, and because of my secret I had to keep most of them at arms length...I couldn't let them too close to me or...they would get hurt."**

**"I can see why you did that...but you don't have that problem with us. We already know your secret and you have nothing to hide from us."**

**A small smile formed on Peter's face. "Yeah...I guess you're right about that. You know...it does feel nice to be able to talk about all of this with someone, especially someone who does the whole hero thing and knows what that life is like."**

**"Sure I talked to MJ about it, but I had to omit certain details so she wouldn't worry so much."**

**"Really ya'll but J'onn you're right even Ariel here had a problem when coming to the human world until I teach her how to walk, even run for freakin sakes and my bros, my friends and myself help her fit into the human world." Spidey tells them as Ariel smiling at him and J'onn and Peter smiled at Spidey's words.**

**J'onn placed a hand on Peter's shoulder. "Just remember that you're not alone anymore." Peter looked him in the eye and nodded his thanks.**

**"J'onn come in." Came Batman over J'onn's communicator.**

**"Yes what is it Batman?" The Martian asked.**

**"Do you know where Peter and Spidey and the others is? I wanted to get through their physical evaluation in the training room today."**

**"Spidey, Ariel and Peter are right here they be right on their way." J'onn told Batman and turned off the communicator. He looked at Spidey, Ariel and Peter and saw the apprehesion on their faces. "Don't worry about it, I believe he has taken an interests in all of you and just wants to know what you can really do. Spidey get your friends and brother to the training area."**

**"I'm not sure that's exactly comforting big guy." Peter remarked and J'onn couldn't help a small smiled as Spidey using his superhuman speed runs to the bedroom and gets his gang as he led them to the training area.**

**While waiting for Peter and the others, in a room that over looked one of the training areas and had controls for the square room below them were the other members of the League with the exception of Green Lantern and Hawkgirl since they were busy on Earth for the moment or as Flash had said they wanted some 'alone' time.**

**Batman was studying some papers he was holding with interests. Flash couldn't help but be curious about them, since he was getting impatient. "So what is that Bats?" He asked him trying to look over his shoulder.**

**"I had Peter test his IQ and take an SAT test to see how smart he was." Batman said in his ever-presnt even voice that betrayed no emotion.**

**"Please how well could he do? I mean sure he's bright but he's what? Eighteen?" Flash said then Batman gave him the papers with Peter's score. "Whoa...I didn't know they went up that high."**

**"Not for your average person anyway." Superman admitted as he looked over Flash's shoulder at them. Diana decided to take their work for it since she didn't know exactly what a good or average score was for those things, but she guessed by their reactions that they must be really good.**

**They saw J'onn enter through the room. "They getting ready by getting their equipment on and changing."**

**In the locker room beside the training room...**

**Spidey tells Peter go on first and then me, Ariel, Altair, Sonic, and Ben through your training and Peter nodded.**

**Not long after they saw the door to the training room open and Peter step out. He wearing his belt with the extra web fluid canisters and his web shooters. He wasn't wearing his costume thought but a T-Shirt and sweat pants and was bare foot.**

**"He's not in his costume?" Wonder Woman asked out loud.**

**Superman looked solemnly at him. "I think he's not sure if he's ready to go back to being Spider-Man just yet...he's most likely still thinking on things."**

**Peter however was looking at the square room, it didn't seem so bad at the moment but he knew that things were going to change soon enough. "Alright we're going to take you through a few training sessions so just do your best." Peter heard Batman's voice over some kind of speaker. He could see the others looking at him and Peter looked around not knowing what to expect.**

**"I just hope he doesn't place this thing on high first time through." Peter muttered. He heard the sounds of machinery and a few other things then his spider sense went off. He jumped to the left and flipped in the air to land facing whatever had set off his spider sense and he saw several orb-like devices.**

**"Great...looks like those things from the Star Wars movie...only bigger and nastier." Peter said and jumped high into the air avoiding a stun charged energy shot from one of the devices. They beams were set to a low level, they would sting but nothing more, but Peter didn't know that and he didn't want to find out what would happen if he got hit by one of those.**

**While in the he shot out two different lines and snagged two of the drones. When he landed he swung them together and managed to slam both of the webbed drones into a third that was sandwiched between them.**

**He sensed another attack and back flipped over another drone and webbed it up completely. The drone's ability to stay in the air was cut off by the webbing that jammed its devices that kept it up and it dropped to the ground.**

**"Well this is easy so far." Peter said smirking. Then a door on the floor opened up to reveal a few combat drones that were humanoid in appearance. "Uh oh...why do I get the feeling I just got to the next level?" He asked himself as the lead robot fired some kind of energy beam from its eyes. He jumped off the ground and to the nearest wall. "Great, robotic versions of Cyclops just what I needed."**

**The others were watching as Peter battled on. After a short time Batman decided to take it to another level by activating one of the environmental systems. This specific system altered the makeup of the training area by either elevating, or lowering certain sections or even having walls come up form the ground or walls. Batman was using all of these at random times to keep the room changing.**

**"You know I was going to say isn't that a bit much." Flash said but as he watched Peter jumped off the walls, and use acrobatics that were beyond a what a normal human could ever do, not to mention how Peter used the new environment to his advantage by clinging to the walls and other surfaces to get angels of attacks on the robot drones that he couldn't have gotten in a plain square room, was definitely an interesting site. "But I think you actually helped him out in that."**

**Batman didn't say anything as he studied Peter's fighting abilities. "He seemed to have a few martial art moves but they weren't polished, like he was shown them but never really trained in them. But his agility and reflexes he had to admit where amazing and he noticed now Peter used his speed and agility to his advantage and used his strength when he had a clear shot at them.**

**As Batman looked he guessed Peter was use to fighting in battles where he was either outnumbered, or facing stronger opponents them himself. Peter continued to fight off the drones, he would sneak up from behind and use his webbing to fuse their joints together and then attack. Sometimes he got them to work for him, like when one of them was firing at him he swung across the path of another drone and the drone attacking him shot the other one by mistake.**

**After an hour of this Peter was beginning to tire. He was covered in sweat and he was losing his speed, he had already gotten 'tagged' a few times by the drones and he also knew just how much those attacks of their stung now and he was now motivated to do his best not to get his again.**

**It was at that time that all the walls suddenly went back down and Peter saw all the robots suddenly stop, then turn around and go back through one of the doors. At least those that still moved, he saw what had to be a few repair drones come into the room and pick up the other ones. The ones that were webbed up in the beginning were already free of the webbing seeing as it was in the last stages of disintegrating.**

**"Alright that will be enough for today, go hit the showers." Peter heard Batman say and he was relied by the sound. He nodded and walked off the large locker room areas close by. A nice hot shower and then maybe a little crash on his bed was just what he felt like at the moment. But he had to admit...he had been getting a little itchy for something to do physically.**

**He had missed being able to cut lose like that and he was wondering if what he had been thinking of ever since he got here was or wasn't possible. Could he give up being Spider-Man. He had tried that already a few times and he always got back. After Eddie Brock had been killed at least he thought he had with the destruction of the Venom suit, he had gone to Nick Fury and asked him to strip him of his powers, to make him normal again.**

**Fury had told him that he was given a gift and not to waste it. He also told Peter that when he was older Fury wanted him to work for SHIELD, maybe even with the Ultimates. But then again what had being Spider-Man ever brought him but pain and misery to him and those around him he had to ask himself.**

**Peter told Spidey you're up and Spidey nodded and Spidey runs out to the training room and everyone notices Spidey is up and Batman looks at Spidey but they about to amazed by Spidey powers and weapons.**

**"Alright we're going to take you through a few training sessions so just do your best." Spidey heard Batman's voice over some kind of speaker. He could see the others looking and Spidey gives them the thumbs up to let it rip.**

**Spidey cracks his neck, shoulders, wrists, legs and stomach and starts to get ready. He heard the sounds of machinery and a few other things then Spidey's spider sense went off in the red zone. He jumped to the left and flipped in the air to land facing whatever had set off his spider sense and he saw several orb-like devices.**

**Spidey reaches for his Spider Morpher and press the button as the hatch opens up and the nanobots cover his left hand giving the black/blue color and the red spider symbol under the palm of the hand a red pad button with the four red line on it and it gave a burst of the yellow tech light moves to his back gives it a black/blue color with the same red spider symbol and brings out the web cape from the neck line back that reached down to his butt, and torn at the end and gives it the same burst of light and moves to his front and covers up the front giving it the black/blue color with the red spider symbol in the front and gives it the same light again and the arms has the red lines on both arms and moves to the legs with the left sides the black/blue color and the inside right the reds line that stretch's to the boots which it has the three red spaced spider legs on both sides and covers up his head with the mask has some red on the sides and the middle was black with two white eye pieces on it and gave it final short light burst and his Spider-Man Unlimited suit is online as Superman, Diana, and Flash looked at Spidey's costume in awe, even caught the interests of Batman.**

**Spidey jumped high into the air avoiding a stun energy shot from one of the devices. They beams were set to a low level, they would sting but nothing more, Spidey know that and he has be fast and strike like a whip, stronger and torn through them like a tornado.**

**While in the moment he shot out two web lines and snagged two of the drones. When he landed he swung them together and managed to slam both of the webbed drones into a thrid that was sandwiched between them.**

**Spidey sensed another attack and back flipped over another drone and Spidey brought out his signtaure whip and strike it to the back of the drone leaving him with a whiplash mark. The drone's ability to stay in the air was cut off by Spidey's whip jammed it devices that kept it up and it dropped to the ground.**

**"Well this is easy so far." Spidey said smirking as he wraps his whip around his body and launching it with a sonic boom from it. Then a door on the floor opened up to reveal a few combat drones that were humaniod in appearance. "More robots for me?" Spidey asked in a fake happy tone as the lead robot fired some kind of energy beam from it eyes. Spidey grabs his whip and wraps it around his body and jumped off the ground and to the nearest wall. Spidey grabs his whip in his right hand and the whip was still in lasso form in his hand.**

**The others were watching as Spidey battled on. After a short time Batman decided to take it to another level by activating one of the environmental systems. This specific system altered the makeup of the training area by either elevating, or lowering certain sections or even having walls come up form the ground or walls. Batman was using all of these at random times to keep the room changing.**

**"You know I was going to say isn't that a bit much." Flash said but as he watched Spidey like Peter after jumped off the walls, and the system programs for a certain warehouse sence and Spidey runs on the crates and insrted of using his web shooters, he uses his whip as he launching it to a light hang post over head and the whip's popper grabs on the light and Spidey swings drives his legs out and kicking the robot into a crate topping over him and use acrobatics that were beyond a what a normal human could ever do, Spidey yanked his whip down to him, not to mention how Spidey used the new environement to his advatage by clinging to the walls and other surfaces to get angels of attacks on the robots drones as Spidey whips his whip around him and slicing the robots in half as Spidey does a spin-a-roonie spinning with his whip and jumps back in the air and lands on the floor with his legs criss-crossed stands on his feet away from each other, was definitely an interseting site for Spidey. "But I think Spidey is killing it out there."**

**Batman didn't say anything as he studied Spidey's fighting abilities. "He seemed to a lot of martial art moves like was he trained in them." But his agility and reflexes he had to admit where amazing and he noticed now Spidey used his speed and agility to his advantage and used his strength when he had a clear shot at them.**

**As Batman looked he guessed Spidey was use to fighting in battles where he was either outnumbered, or facing stronger opponents them himself. Spidey continued to fight off the drones, he would sneak up from behind and puts his whip back and whips his bow and arrow and shot it at the robots and then shoot some more. Sometimes he got them bull eyes in the head each time thoses robots attack him.**

**After an hour of this Spidey was not getting tire for once.**

**It was at that time that all the walls suddenly went back down and Spidey saw all the robots suddenly stop, then turn around and go back through one of the doors. At least those that still moved, he saw what had to be a few repair drones come into the room and pick up the other ones.**

**After one hour that Ariel got done with her training like Spidey's done.**

**Altair uses his Assassin's skills to get done with the robots quickly.**

**Sonic uses his speed and Homing attack and Spin Dash to destory the robots quickly in a speed time mode.**

**Ben was next and he steps into the training room awaiting for the training to begin.**

**Inside the control room, Batman began repreparing the systems while the rest of the League watched. They were all curious about Ben's alien transformations. And which had taken the form of a large city that resembled New York.**

**"Ben, we're going to start off slow and easy. We're going to send out some drones for you to practice on," Batman said into the microphone.**

**Ben nodded and breathed in. "Okay Tennyson," he muttered to himself. "It's now or never." He looked to see a couple of weird robots with horseshoe-shaped heads step out of a building. _Guess that must be an entrance into the simulator, _Ben thought to himself.**

**"Ready when you are," Batman announced, waiting for Ben to transform. Ben activated the Ultimatrix, switching through the holograms until he found an old friend. "It's Hero time," he shouted as he forced his hand down onto the watch. Inside the control room, the screens watching Ben were blinded by a bright green flash.**

**Ben felt that familiar feeling as his body transformed. His hands became four-fingered, and his body became green while growing until it was over six feet tall. The flash died down, and the League stared in awe as Ben bellowed "SWAMPFIRE!"**

**"Oh, this is gonna be good," Flash said, grinning in excitement.**

**However, Ben didn't get much time to think, as the two robots standing in front of him began firing little laser blasts at him from their hands. Ben's hands balled into fists as he looked up. The laser blasts didn't affect him, of course; they simply poked little holes into his body that healed up seconds later.**

**Ben looked to his left to see a car sitting there. A red 2004 Mustang to be exact. _Well, the League did want to see what my aliens can do_, he thought as he walked over and effortlessly lifted the vehicle over his head. The robots kept firing their useless lasers at Swampfire while backing away. Ben simply grinned and chucked the car into the air.**

**The robots weren't fast enough as the car crushed their metal bodies.**

**"That all you got?" Ben mockingly asked his audience.**

**Inside the control room, Batman's eyes narrowed as he typed in another command. However, before he started the next wave of enemies, he spoke once more into the microphone. "I'm going to increase the difficulty of the training program. However, we need to see what your alien forms are capable of," he explained.**

**"You wanna see what I can do. Got it," Ben said as he cracked his knuckles in anticipation.**

**Batman activated five more drones, which ran out of a building to greet their foe. Ben prepared for another easy victory. However, he didn't expect the drones to start changing form. "Holographic robots. Cool," Ben smirked as he got a close look at the robots' new forms.**

**There was one guy who had a flaming green skull for a head, another who had purple skin, and one who looked like a pale version of Superman with a backwards 'S' symbol on the chest. The other two were female, one looked like a humanoid cheetah, and the other was white and black with some kind of skull look on her face.**

**"Some of your bad guys?" Ben guessed.**

**"Good guess. You're looking at Atomic Skull, Parasite, Bizarro, Cheetah, and Silver Banshee," Batman explained. Ben nodded and got ready.**

**Bizarro was the first to attack. He flew forward and threw a punch at Ben's chest. However, Ben smirked as the fist blew threw his body and got stuck. As Bizarro struggled to remove his fist, Ben lifted his foot and delivered a kick to Bizarro's face, sending him flying into a building.**

**The other four attacked together. Ben was hit with a blast of energy by Atomic Skull, which knocked him back while Cheetah and Parasite got up close and personal. Ben immediately held his palm out, a fireball flying from his hand and hitting Parasite in the head.**

**Cheetah began attacking Ben with her claws, swiping back and forth wildly. Ben easily caught her wrist and hit her in the stomach, causing her to crumple to the ground. Ben noticed how the holographic drones were tougher than the ones from before.**

**Ben looked up, only to take a punch in the face from a flying Silver Banshee. The transformed teen was immediately slammed into a building.**

**Ben groaned as he climbed out of the hole in the building. His eyes than widened as he saw his five opponents regrouping. As good as he was with his aliens, Ben knew he couldn't take on five super powered enemies. At least not with regular Swampfire.**

**"Hey Bats?" Ben said out loud, his heart thudding in anticipation.**

**"What?" Batman said through the speaker.**

**"You wanted to see my aliens? Well, check this out!" Ben said as he hit the Ultimatrix symbol on his chest. Four spikes popped out, and Ben felt that familiar tingling as his strength and power increased, and his back became heavier.**

**When the transformation was complete, the members of the League stared in awe at a creature that resembled a tree, with three large blue spheres sticking out of its back.**

**"ULTIMATE SWAMPFIRE!" Ben roared. His five opponents didn't look surprised. But then again, they were drones, so they obviously wouldn't show any emotions. Ben shrugged and got ready to fight. Silver Banshee and Atomic Skull charged forward, causing Ben to grin.**

**He lifted both hands and waited for the two to come closer.**

**"What's he doing?" Diana asked from the control room.**

**The Amazon's question was swiftly answered. As soon as Atomic Skull and Silver Banshee were close enough, Ben unleashed a massive blast of blue fire, which hit the two villains like a bullet train. When Ben ceased his attack lowered his hands, he saw that the two drones had been blasted to pieces.**

**"Two down," Ben said, a cocky tone in his voice. In the control room, everyone was stunned by the power of this form. "Maybe you should spar with him," Flash said jokingly, nudging Superman in the arm.**

**But, seeing as how he had lowered his number of opponents, Ben decided to show the League a few more of his aliens. This idea caused him to smile, remembering when he was ten and he was constantly showing off his aliens. Ben touched the Omnitrix symbol, reverting back to normal Swampfire, before tapping the symbol again.**

**With another bright green flash, the League was now looking at a large, twelve-foot-tall brown dinosaur creature. "HUMONGOUSAUR!" Ben roared.**

**"I've seen a dinosaur. I can finally die happy," Flash said, grinning. While the others watched Ben intently.**

**This time, Ben charged first, roaring as he did so. Bizarro flew into the sky, while Parasite and Cheetah rushed to meet Ben head-on. Ben threw his fist down toward the ground, attempting to crush Parasite, but the purple baddie jumped out of the way. This gave Cheetah an opening as she attempted to claw Ben's eyes out.**

**Ben leaned back and grabbed Cheetah's waist with his giant hand before slamming her into the ground. She began twitching as the hologram dropped and the drone ceased movement. Ben then grunted as Parasite jumped up and punched him in the side of the face.**

**The alien dinosaur growled as he threw a punch that connected with Parasite's face, effectively crushing the drone's head in one move. "Could he do that to the real Parasite?" Flash asked Batman. "Doubtful. The drones aren't fully programmed, so they're slightly weaker than the real bad guys," Batman explained.**

**Ben then looked up to see Bizarro floating in the air. Since Humongousaur wasn't a form used for air battles, Ben only had one option. His hand drifted down to the symbol and tapped it. There was another green flash, and Ben shouted "BIG CHILL!"**

**"An alien Mothman. I don't believe it," Superman said dryly.**

**Ben opened his wings and flew into the air, preparing for an attack. When the reverse-Superman didn't move, Ben made the first move, blasting his ice-breath through his mouth. Bizarro countered by opening his own mouth, sending a blast of fire from his throat. Fire collided with ice, and Ben found himself blasted back as Bizarro's flames broke through.**

**"Okay, no luck there," Ben muttered. The Ultimatrix on his chest began flashing, meaning that Ben could only transform one more time. The teen's first thought was to go Ultimate Big Chill, but he had a better idea.**

**Ben floated down to the roof of one of the holographic buildings. Bizarro followed, which was exactly what Ben wanted him to do.**

**"This one's for you, Flash," Ben muttered as he tapped the symbol once more.**

**After the bright green flash, the blue mothman was replaced by a nine-foot-tall humanoid tiger. "RATH!" the creature roared. Inside the control room, Flash's excitement grew even more. "This is gonna be funny. You should hear the stories Ben has about this guy," the speedster told the others.**

**"Let me tell you something, robot! Nobody can handle Rath!" the tiger roared as he lunged. Bizarro had no time to react as the alien collided with him and sent him flying off the building. While falling through the air, Rath kept a grip on Bizarro's throat with his left hand while punching him with his right.**

**Seeing the ground grow closer, Ben positioned Bizarro so that the twisted Superman was under his feet. The League members knew what was coming next.**

**The Bizarro droid was slammed into the ground by the combination of gravity and Rath's weight. The metal body crumpled instantly, and the hologram vanished. Rath then lifted his head and roared in victory.**

**"Interesting," Batman said beneath his breath. However, Superman's super hearing caught it easily. "What's interesting?" the Man of Steel asked. "This alien appears affect Ben's personality. He's more aggressive, and much more vocal," Batman explained.**

**At that moment, the Ultimatrix ran out of power, and the form of Rath transformed back into an eighteen-year-old human.**

**"Out of juice," Ben said out loud, holding the Ultimatrix up for emphasis.**

**"Alright. Hit the showers, you look a little tired. We'll meet back here in two hours," Batman said into the speaker. Ben nodded, knowing that Batman was right. Multiple transformations got tiring, along with beating down five opponents at once. While Ben headed for the showers, the League members had a meeting.**

**In the control room the other were talking about each of these six powers of them. "They seem quite capable for someone so young." Diana said to them.**

**"Yeah Peter, Spidey, and Ariel got some moves." Flash said with a grin. "You think we could sign them up for the Olympics?" Everyone gave him a look at that remark. "Oh come on. They're win the gold in the gymnastics easy, hell they could land in a seat on the third row of the stadium for their dismount."**

**"Anyways I think Peter could use some training, his attacks are little rough in a few areas." Batman said to them. "Plus I'm not sure if he's ever fought on a team or by himself most of the time."**

**"Hey kind of like you huh?" Flash said to Batman, but he just gave Flash one of those looks that usually made him shut up before he said anything else that might not be healthy. "Uh...never mind." Flash said backing away slightly.**

**"Well I don't see why he can't join in a few training session now and then, maybe you could even teach him a few things Batman." Superman said to him.**

**"Maybe...when I'm not too busy." He said to him.**

**"And another thing "I was examining some of his moves in the combat simulator. He seems to have different attack styles for each alien. For instance, the green one. He didn't bother dodging the attacks because he knew they wouldn't hurt him. And when he used the two large forms, he fought like a brawler," Batman noted.**

**"Well, it seems to be working for him. I mean, he has been doing this for years," Flash added.**

**"I understand that he's going through a tough time right now, but I think they make an excellent addition to the expanded League," J'onn said, voicing his opinion.**

**"There's one more thing we should dicuss." J'onn told them. "I feel they should get to know this personally. But since I don't have anywhere on the planet for them to stay in I can't help out with that."**

**"Yeah but the only ones of us with anyplace where they could crash we have secret identities." Flash spoke up. "But...to tell the truth...I was thinking of letting them in on mine, I mean all of them we hang out a lot now and I just doesn't feel right how I know all of this stuff about them and yet they know nothing about me, well outside the suit."**

**"That is a good point." J'onn said. "And I believe Spidey, Ariel, Altair, Peter, Ben, and Sonic are becoming slightly isolated, this is all new to them and they need to get out into the world."**

**"I think I can help with that." Superman said. "I've been talking with my folks and Lois, and they've been wanting to meet them. Plus I think I can trust him with my secret, so I think I'll take them for the weekend to see how they feel about Earth."**

**"You trust them that much already?" Batman said cautiously to him.**

**Superman had thought about it. "Even thought I don't remember Krypton, I still lost my world, and my birth parents and my entire culture. But when I got here I was taken in and Peter is a lot like me. He lost his entire world and he needs someone to help him adjust to this one and includes them also."**

**"I think that is wise." J'onn said with a smile. He remembered how Superman had taken him to his family for the Earth holiday of Christmas. At first he was unsure of it but he had to admit, that was one of his fondest memories of his new life here.**

**"Well I'll go and talk to them about this." Superman said.**

**A little later Peter was sitting on his bunk bed with Spidey and his gang and their bird Thunder, they looked around the room, it was mostly empty and he was wondering if he could get a few things to make not to depressing. He got off the bed above Ben and walked over to a table were his Spider-Man equipment was. He had cleaned and adjusted them like he normally did after he used them. It was done to make sure they wouldn't miss fire or jam or anything.**

**He picked them up and opened a drawer and saw his Spider-Man costume folded up to one side. He froze as he looked at then placed the equipment in it. This wasn't a lost on Spidey and his gang when he picked up the mask that seemed to be staring at him.**

**"What do I do?" He asked himself. It was being Spider-Man that caused all those deaths in his life, so how could he still go on? He knew his Uncle had told him that with great power came great responsibility...but if he put it back on wouldn't he just invite more pain into his life? But then again what did he have to lose anymore?**

**There was a knock on the door and Peter quickly put the mask back in and closed the drawer. "Ya, come in." Spidey said. They saw Superman walk into their room.**

**"How are all of you doing after that training session?" He asked with a smile.**

**Everyone shrugged. "I little sore but I've been worse." He sat down on his bed above Ben's bed everyone looking at the man of steel as they had heard him described. "What's up mate?"**

**"Well I was wondering if all of you wanted to see Earth. All of you been up here the entire and the League felt all of you should get to know this world."**

**Everyone was surprised at that. Even thought living on a space station was pretty cool...they missed seeing a sky and other people. "Yeah I think I'd like that...but...where will we stay? I mean we don't exactly got any cash on us for motel or something."**

**Superman smiled at them. "Well ya'll be coming with me for the weekend. Tomorrow is Friday and all of you can visit with me and maybe my family. They've been wanting to meet with all of you actually."**

**"Wait you're family! But, wouldn't that mean, well, you know?"**

**"I trust all of you to keep my secret and so does Flash for you to keep his too." Superman said to Peter and reached out with his hand to Spidey. "Ya'll can call me Clark."**

**Spidey shook his hand and then Peter's eyebrows knitted together. "Clark? You serious about that? That's your real name?"**

**"What's wrong with Clark?" Superman asked him.**

**"Nothing...it's...well...you just don't _look _like a Clark." Peter said to him and after a few blinks Superman and everyone couldn't help but laugh a little at that, he guessed Peter would change his mind when he saw him without the tights and in a suit and glasses.**

**Everyone in the bedroom starts to get ready for going to Earth Spidey was dress in his signature clothes which was a DX army baseball cap, black tank top with a Amazing Spider-Man spider symbol over the tank top blood red style, his parachute backpack bag on his back, his gloves, his black mma elite jacket around his waist hidden the whip under it, his blue light faint jeans, his red wings biker fingerless gloves, black and white Puma shoes, his watches stand out of his arms, Ariel was dressed in a white long puffy sleeved blouse with a black front that goes the waist and looks like wraps around the bust and stomach area and a light blue skinny pants that goes to the ankle, black flats shoes with her blue backpack, Ben clothes were a black shirt but it was under a green jacket with a number 10 stitched to the left of his jacket, tight blue jeans, and a pair of black and white sneakers, Altair wears his robes were white robes with a red 5 inch belt. His left and right arms were wrapped in leather, and he wore leather boots with metal grieves (metal cover for the calf part of the boot). He wore his hood over his head with his hidden blade on his left arm with his Dino Morpher brace on it, his sound of sword on his left side sheath, short sword back side, throwing knife belt with shoulder pad with throwing knife pockets on it, Sonic had a blue jacket on, a red undershirt and his trademarked shoes, his hood hid his back side hair, small jeans and his red backpack and Peter got a small suitcase that he was packing what little clothing he had. He wasn't sure what he would need so he just got the basics. There was still room in his suitcase and was looking through the drawers wondering what else he might need.**

**Then he came to his Spider-Man costume. He was thinking about whether he would need it or not or if he should just through the thing into space. He thought once again about just quitting but then what would his life be like them? And wouldn't that make all the scarifies he had all for nothing? He considered that last one pretty closely.**

**He decided that since he didn't know what exactly he would expect in this Metropolis city, then he might need something anyway...just in case. So he packed it with the hopes of not needing it and Spidey calls Thunder to ride on his shoulder and Thunder scream and agrees and flys to Spidey's right shoulder and lands on there and they walked off to join Superman at one of the new teleportation units. Apparently before now the League members had to use something called the Javelin 7 to get to Earth all the time and the time and this was something new.**

**They met Superman but he was dressed in a suit, glasses and his hair was slicked back. They were a little surprised at this. He had been wondering why no one recognized him as Superman and now Peter could see why. The suit hid his muscular form and with the hair and glasses he looked like the kind of guy that got beat up for his lunch money as a kid. Something Peter had happened to him a few times in his freshman year in high school.**

**"Okay...now you look like a Clark." Peter said to him.**

**Clark let out a small laugh and Spidey, Ariel, Sonic, Ben, Altair, Peter, and Clark stepped onto the transporter and ended up in Clark's apartment in Metropolis. Peter and Spidey and his gang looked around and was amazed at the place. "How much do you get paid as a reporter?" Peter asked as he looked around with Spidey and his gang. This place was huge and nicely decorated.**

**"A lot." Came a female voice, which made Spidey and his gang (Peter in the gang) jump as Altair ejects his hidden blade out but it was not a threat so he puts back his hidden blade back in. They turned to see an attractive dark haired woman in a white skirt and business shirt top. She walked up to them with a smile seeing their reactions, which was like a deer caught in the headlights kind of look. "So you must be them? Hi I'm Lois." She said and extended her hand for a handshake.**

**Peter blinked a couple of times then shook her hand. "Uh...okay, hi then." Peter was confused to say the least.**

**"Hi my name is Spidey." Spidey says to Lois with a smile as they shake hands.**

**"Mine is Ariel." Ariel says to Lois with a bright smile as they shake hands.**

**"Ben Tennyson." Ben says to Lois with a grin as they shake hands.**

**"Sonic the name, speed my game!" Sonic said in a cheerful voice, as they shake hands.**

**"Altaïr Ibn-La'Ahad. Assassin but call me Altair for short." Altair said in a calm with a smile under his hood as they shake hands.  
****  
Lois seeing this turned to Clark. "You didn't tell them about me didn't you Smallville?" She asked him using the nickname she always had called Clark by since the first day they met.**

**"Sorry about that." Clark apologized. "I didn't mean to, I figured you wouldn't be here and they could meet you tomorrow, I'm just dropping their stuff here before we all head on to my folks today."**

**"I know." Lois said to him. "That's why I can here early, I just had to met them." She turned to see Peter was trying to make sense of it behind Spidey and his gang so figured she would enlighten him. "Clark and I are involved. I know he's Superman...I just wish he hadn't taken years to tell me though." She said sending a slight glare his direction. Clark sighed knowing he's never would hear the end of it, but he was glad he finally told her anyway.**

**"Years?" Peter said a little surprised. "Man, I told my girlfriend after a couple of weeks."**

**"Think so Peter, try after 1 day since Ariel found me in the ocean back on my world." Spidey said to Peter in a calmed tone.**

**That make Lois's head whip around to them surprised at their statments, then she cast a particularly nasty look to Clark. "A few weeks and one day huh? Well...better late then never I suppose."**

**Clark mentally groaned, he wished Peter and Spidey hadn't had said that. Now Lois would most likely compare that to their relationship and from the look on her face she knew they were going to have one serious and very uncomfortable talk later on.**

**Lois picked up her purse. "Well I got to get back to the Planet, nice meeting ya'll and it's nice to know at least _two _males has the guts to go through with that without taking their sweet time." As she left Spidey and Peter cast a sympathetic and apologetic looks to Clark.**

**"Sorry about that man, I didn't mean to get you in trouble like that."**

**Clark sighed. "Yeah well, two of you didn't know. She'll get over it, I think this is just her way of getting back at me for keeping it secret for so long. So all of you place your stuff somewhere and get over to my parents place."**

**"Why didn't we just teleport there?" Peter asked as he, Ariel, Altair, Ben, and Sonic placed their stuff next to the couch. Spidey kept his on due to it a parachute bag.**

**The teleporter can take a person up to the watchtower from almost anywhere but there are only a limited number of places that it's programmed to go to, besides it wouldn't be safe to have a computer that had the location of my parents place, even if it is in the Watchtower."**

**"Oh...that makes sense."**

**"Ben got a alien able to go fast." Clark asked as Peter hopped on Superman's back.**

**"Jetray? I've gotten him to somewhere around Mach 10 before," Ben answered. Clark nodded.**

**"But Spidey has the same watch as me ain't that right Spidey?" Ben told Clark and Peter as Ben activated the Ultimatrix and slapped down. "JETRAY!" he said, making sure he didn't yell too loud.**

**"Hey ya'll I meet ya'll at Kent's place within 3 seconds so I meet you there." Altair tells them as he held out his left hand and summon his Cane as he triwls it in his fingers and stop it and hits the bottom parts on the floor and Altair transpots as he disappeared in a white smoke even Thunder went with him to Clark's parents place.**

**Spidey told Ariel to get on your Spider suit and she nods as she activated her Spider Morpher and about 7 seconds later her Spider-Man Unlimited suit is online and Spidey activated his Ultimatrix and slapped down as he transforms into... Spidey's legs changes into the XRL8 hings legs with the small round metal balls on the feet and the tail comes out from the tail bone the tail color was black and sky blue patten the lower part was done and moves to the upper body the body changes into Fasttrack body the color was pitch black front and back with the Ultimatrix symbol on the chest and moves to the arms and it shows up with the Fasttrack's gloves like with the Golden Tigers Claws holders on each arm and the upper body was done, moves up to the head shows up with the black dirt helmet as his face color changes to XRL8 sky blue with the black lines on the face his eyes color emerald green and the visor closes the eyes from the top and the mouth guard closes from the bottom and the transformation was done.**

**Standing in front of everyone in Clark's apartment was standing Spidey's place was none other than..."FASTATTACK!" Spidey said in a raspy-fast tone and Ariel hopped on Spidey's back as she wraps her arms around Spidey's neck and her legs wraps Spidey's stomach and Peter looks in surprise so does Clark as they looked at the 'fastest alien alive' besides then Sonic or Flash and Clark then flew out of the window and floated into the air with Peter on his back and Ben following his lead. Clark then turned toward the direction of Kansas and begun to fly, Spidey acclerates down the building with Ariel on his back and runs to Smallville, Sonic jumps down to the ground outside and runs at the speed of sound as revs his legs spinning them in a circle like a young Sonic the Hedgehog does and rans along with Spidey in his Fastattack form and Clark flew with Ben as fast as possible without harming Peter, since most people Superman knew couldn't his fastest speeds, it took longer then usual but they touched down on a farm in Kansas with Spidey, Sonic, and Ben.**

**Altair was beside by them and Ariel gets off of Spidey as she shuts down her Spider suit and they looked around the place, they never actually been to a real farm but it looked like what they seen in movies and TV. There was a two story white house and a barn behind it and a field too. It also had a peaceful feel to the place and quiter then a city. Even the Watchtower which if you listened had a hum of power or some kind of computer or machince voices. "Nice place." Everyone said honestly.**

**Spidey and Ben tapped their Ultimatrix symbol on their chests as they reverted back to normal and Clark smiled and puts his arms out to everyone shoulder's as he led them to the house. "Come on, I'll introduce all of you to my parents." Spidey, Ariel, Altair, Sonic, Peter, and Ben walked up to the house and they went one by one in after Clark. "Mom, dad you here?" Clark called out.**

**"I'm here." Came a female voice and everyone saw an older woman with short gray hair but seemed to have a clam and kind face and arua about her. She saw them and smiled and Peter couldn't help but smile back as the others smiled. "So you must them, Clark's told us a lot about and each of you. So how is everyone doing?"**

**Peter shrugged. "Better then when I got here Mrs. Kent."**

**Everyone does the same.**

**"Please call me Martha, well come in and sit down. Clark can you get your father I think he's out back."**

**Clark nodded. "Sure thing." He looked around the room then stopped. "Looks like he's trying to fix that tractor again." He said with a smile. As long as he could remember his father had battled with that thing. He refused to get a new one as he kept saying if he could keep going at his age so should his equipment.**

**Peter watched him leave and shook his head in amusement. "X-Ray vision definitely comes in handy. Must have been hard to surprise him with gifts on birthdays and Christmas."**

**Martha laughed at that. "You have no idea, it took us awhile to try to put led around the gifts so he couldn't see them."**

**Everyone laughed at the thought of them trying to see through the gifts and not being able to. As they waited for Clark to return with Jonathan Kent they and Martha talked and Peter soon realized just how much she seemed to remind him of his Aunt May. They were both kind and caring people and sitting there talking to her with them was both comforting but also brought back how much he missed his famliy.**

**When Clark brought in Jonathan a man about the same age as Martha but with glass, gray hair and was going bold up top reminded Peter a lot of his uncle Ben too. He could understand now how Clark seemed to kind to everyone id these were the people that raised him. When lunch came around everyone was hard pressed to eat up since Martha had thought that they could use a little more meat on them and said they looked a little too skinny well expect for Spidey due to his strong body of a looker.**

**"Trust me I'm fine." Spidey said in good humor. "Besides if me or my wife or my friends and bro eat anymore of this great food ours stomach will burst."**

**"Yes she does that." Jonathan said. "How do you think I got this slight spare tire on me?"**

**Martha gave a light playful slap to his arm. "I never heard you complain."**

**"And you never will." He said with a smile.**

**Clark was enjoying this but then a communicator he kept in case of emergency went off. Everyone stoppped and watch as Clark activated it and place it to his ear. "Superman I'm here...yes...Alright I'll be here." He put it away and stood up. "It is alright if they stay here until I get back?"**

**"Of course it is." His mother told him.**

**"Thanks." Clark said to her then turned to Spidey, Peter, Ariel, Altair, Sonic, Ben. "Sorry there's some major disaster I need to go, but I'll be back as soon as I can."**

**Everyone nodded. "No problem, believe us we understand." Clark nodded once then in a blur he was gone. Spidey and Peter looked to the Kents. "So we guess ya'll help clean up if you two want?"**

**"Ya'll don't have to do that." Martha said as she gathered the plates. "But thank you for offereing."**

**"If ya'll want I could use some help out back." Jonathan told him as he got up.**

**"Sure, I always wondered what you do on a farm." Peter told him. For the next few hours Spidey and Peter helped out fixing the old tractor, which was a task on itself, and left Spidey and Peter greased up and had to wash off. But since Spidey and Peter with Spidey's gang liked working with their they enjoyed it. They also did a few more odd things around the place and they and Jonathon talked and joked around.**

**For the first time in days Peter seemed to feel better then he ever had since Spidey and his wife and his gang. A few hours later Kara Kent, who was the last survivor of Krypton's sister planet Argos was walking home from school. 'I'm so glad this is my last year at high school.' She thought to herself. 'It's not like I don't mind Smallville but I really want to get back to the city again.' The only problem was where to go for collage? If she chose Gotham she and Barbara could hang out but Batman might not like her in 'his' city.**

**There was Metropolis, but she kind of felt like that was Clark's city and she wanted someplace where she was needed but also felt like she wasn't getting in someone else's way.**

**She reached the front door and the cat of cousre ran right outside like always. "Hey I'm back!" She yelled out before dropping her stuff in her room upstairs. She reached top of the stairs when she saw at one end of the hall.**

**"Oh Kara, we got company over." Martha told her.**

**Kara groaned. "Is this kind of company that I need to be 'normal' for?"**

**Martha smiled and shook her head. "No they different then normal people. Clark brought them over but he had to leave. They're outback helping Jonathon right now."**

**"Really?" She asked now interested. "Who are they, have I heard of them?"**

**Martha got a little saddened look on her face remembering the stories Clark had told of Peter, Spidey and his wife and his gang. "Well one of them about your age but most of them about 16s or 17 but I don't think you'd know them."**

**"My age? Really?" She liked hearing that, most of the other heroes on this planet were either older or younger then her and it was nice if she could meet someone her own age. Granted she was friends with Barbara but she was only slightly older. "Is one of them cute?"**

**Martha nearly laughed. "Well you'd have to find out yourself but be careful that a 17 year old has a wife."**

**"I think I will." Kara said with a grin and speed off to her room to drop her stuff off and changed out of her school clothing into shorts and a plain T-shirt and went to see where they were. She heard some sounds from the barn and saw Jonathan and one boy about her own age with short brown hair along side was a same height boy by Peter wears a DX army baseball cap covering his dark brown hair and along side Spidey is his wife she was a red head her hair is a blood red and long to her back reaches down to her butt and shorter than Spidey, others wearing their clothes.**

**Peter, Spidey, and Ariel were throwong a few bails of hay up to the loft, but from the ground up. Jonathan watched as Spidey, Peter, and Ariel just grabbed three different bail of hay and then easily threw it up to the second level "Impressive." He said seeing them throw the tenth ones up there and they weren't breaking a sweat yet.**

**"I'll say." said Kara from behind walking over to them.**

**Peter was surprised by the voice of a pretty girl with long blond hair walking over. At first Peter was starting to panic that she saw him throw the bails with the help of Spidey and Ariel a lot easier then a normal person should have but remembered about a girl named Kara that lived here that was also a Kryptonian. "Kara right?" He asked slightly hopeful that it was and not some neighbor's daughter here for a visit.**

**She nodded. "And I guess that makes you Peter right?" Peter nodded at her question.**

**"And your friends?"**

**"Spidey my name Kara." Spidey tells Kara as points to his wife as Ariel slips her arm under his. "Mine is Ariel Kara." Ariel tells Kara with a smile. "Ben Tennyson." Ben tells Kara as he stands by Spidey's right side. "Altair." Altair tells Kara as he does the same and stands by Ariel's left side. "I'm Sonic, Sonic the hedgehog!" He smiled as he take off his hood and reveal them he is a hedgehog a blue one that is as he walks beside by Ben.**

**"Well now that you're here why not help this off with them?" Jonathan asked her. "I'm getting a little too old for this anyway." He said good-natutredly.**

**"Sure thing." Kara said and grabbed one of the bails and threw it with to the top. It didn't take long for them ti finish it up as Kara threw up the last one. "So besides strength any of you got anything else you can do?" She asked everyone.**

**Peter, Spidey, and Ariel smirked and did a back flip to the wall and stuck there. "Well we can cling to almost any surface and stay, and we got spider like speed, reflexes, agility and balance."**

**"He right but me and Ariel have weapons beside our powers." Spidey tells Kara and Peter as they look at each other and smiled.**

**"Spider powers? Eww." Kara said making a face at that.**

**"Hey." Peter said to her slightly offended. "It's not _that_ bad, and I like them." He stopped for a moment at what he just said. Ever since he got here he wasn't sure if he even liked his powers...but then he guessed maybe that Freudian slip told him the truth about it.**

**"Whoa, I didn't mean anything by it...it's just...well...I just find spiders a little...gross." Kara told him and Peter gave a mock glare.**

**"You do know that when I was still in the hero thing I called myself Spider-Man right?"**

**"Uh...no I didn't...sorry." She said slightly embarrassed. "Wait a minute what do you mean by was?"**

**Peter sighed. "It's kind of a long story."**

**"No problem I got the perfect place it's quiet, got a great veiw and no one should bother us. And I'm curious about your friends there." She said to him and she looks at them.**

**"Alright...where?" He asked. Later they were on the roof of the barn, they had jumped up and she flew and Spidey lowered his whip to Altair, Ben, and Sonic as they grab on the whip and Spidey tells them to hang on and they nodded and Spidey use his superhuman strength (1m ton) and pulls them to the roof and they landed on there and while they explained their pasts and that they had somehow ended up on this world. Kara was silent for a moment as she saw of side she hadn't noticed this was not a lost on Spidey and his gang.**

**Now she noticed the slight bags under his eyes, most likely for a lack of a decent night sleep. She also felt a familiar pain in herself that she tried to bury ever since she had woken up on this world. Spidey, Peter and the gang noticed how quiet she got and also noticed the look on her face. "Are you alright?"**

**"Y-Yeah I'm fine." Kara said but she turned her head away from him and Peter knew at that moment there was something going on.**

**"You want to talk about it?" He asked her gently. He knew it wasn't easy talking about the pain a person kept inside them so he wasn't sure if she was or not.**

**It took a moment but Kara thought since he had unloaded on her she could do the same. Besides she was tired of keeping this to herself, she hadn't even spoken about it to Barbara but that was because Kara felt she couldn't completely understand. 'But he might." Kara thought about it. So she decided to tell him.**

**"It's just...it kind of reminds me of my own story. You see I was born and raised on Krypton's sister planet Argos. When Krypton was in the last minutes of destruction my parents put others and myself into stasis...but when Clark found me...I was the only one left alive. All the other ones failed and...I was the last person of my world. Clark was sent here a baby but for me it was just a few years ago. I still remember my parents...my friends...everyone." She wiped her eyes from the tears that came.**

**Peter and Spidey gently placed a hands on her shoulders and she looked into their eyes and saw understanding there. Spidey and Peter also could see all the joy in her eyes replaced by the sadness and pain of her loss. "It's not easy losing everything." Spidey and Peter told her and Kara nodded.**

**"Yeah." She agreed. "Even though I do love it herel...I still miss my old from time to time. But...I can't do anything about that."**

**"You can just live with it...one day at a time." Peter said finishing her train of thought. They continued to talk on the roof each of their storys about their lives, about friends they had made and about all the fun times they had. They even talked about people they cared about, Peter told them of MJ and Kara told them about this boy she was seeing behind her parent's backs at the time of her planet's death.**

**They talked like old friends up there until Martha called them down for supper. It wasn't until then all they realized they had for hours and hadn't realized it. "Wow...time wrap mates." Spidey said looking at the sun going down.**

**"Tell me about it." Kara said equally surprised. "Everyone...thanks for the talk. It...felt nice to finally talk to someone or everyone who undestands."**

**Everyone nodded. "Yeah, same here." Everyone teen, hedgehog smiled and went inside for the meal. By then Clark had come back and they all ate the meal talking and laughing and for a moment Peter felt like part of a family again. He hadn't had something like this in such a long time he had nearly forgetten it. It felt good and when Clark told them they had to go back to Metropolis Peter was a little saddened.**

**Martha hugged Spidey, Ariel, Peter, Sonic, Ben, and Altair. "Take care everyone."**

**Jonathon placed a hand on Peter's shoulder. "Anytime ya'll want to come and visit and help out please do."**

**"Sure thing." Everyone told him with a small smile on their faces.**

**Kara shook each of their hands. "Well I guess I might see all of you later then. I'm thinking of visiting Metropolis sometime this weekend, and I could show ya'll around the city sometime?"**

**"I'd like that thanks." Spidey and his gang told her. Peter was glad to have met the Kents with his new friends, they reminded him of times in his life when he was truly happy and Kara seemed like a nice girl and he hoped they would be friends, it would be nice to have a friend someone his own age, he felt like such a kid around the other members of the League, even Flash although not by much in that department.**

**As they came back to Clark's apartment it was night and Clark pulled out the sofa bed and set it up for him while Altair got back from Spidey's dimension to grab the sleeping bags from the house and they set it up theirs as Ariel gets into the bathroom and changes into her nightgown and Spidey gets into his Spider suit to sleep in and everyone gets into their sleeping bags. "Well I'm going to patrol the city for a few hours, make yourselfs at home."**

**"Alright...and Clark, thanks for today. I really needed it." Peter told and Clark smiled and placed a hand on his shoulder.**

**"I know this is tough adjusting to everything, I just wanted to show you your life doesn't have to be empty, and that myself and others will be there for you. You're not alone in this."**

**"Thanks." Peter replied. As Clark changed back into Superman and left Peter decided to change into his sleep wear and sit down on the sofa bed. It was facing a large TV so he figured if he could find any shows that were on this world that he had watched on his own.**

**But Peter noticed one other thing. The pain was still inside him and he knew that would never go away, but the loneliness that plagued him wasn't so bad anymore, and for the first time he really felt he might make a home for himself in this world. As Spidey and his gang fall into a deep sleep until the next day.**

**Peter's dreams...**

**She was here in his arms. Mary Jane, the green eyed red head that his heart. She was in a blue winter coat and he was holding her close. "Let's run away together...let's just ran off and get married." She pleaded with him.**

**He gently stroked her face with his hand as he looked into those when she looked up at him. "Not yet." He said and held her close. Then Peter woke up.**

**Peter woke up to the smell of cooking food. He looked around at hte unfamiliar place and remembered where he was. He looked around and saw from across the open spaced apartment. The memory of that night in his life was still fresh in his mind. He remembered that day, it was the day MJ had tried to run away from home and Peter had gone looking for her and had found her.**

**He would always remember that day. He knew she had meant what she told him, even though only fifteen she wanted to spend the rest of her life with him, and Peter felt the same. He felt a stab of sadness in his heart then as he knew that would never happen now. She was dead...as was his dream of a life with her at his side as his wife. It had been three years ago and ever since that day he couldn't wait for the day they would be together.**

**But that's all it was now...a dream...a shattered dream at that.**

**He looked over at Clark making breakfast, at least that's what he figured he was doing since food kept being placed on the table with Spidey, Ariel, Ben, Sonic, and Altair in their normal clothes on the chairs by the table but he was moving so fast he looked like a blur of motion. He got up and went over to the table with them and Clark had just finished. "Morning." He said cheerfully as Spidey and his gang looks at Peter and wave him good morning and Peter gave a slightly annoyed look. He never was much of a morning person himself. "Sleep well?"**

**Peter shrugged. "Alright." Considering he woke up once in the night and tried to get back to sleep. His nights weren't as bad as when he first was here with them.**

**"Anyways I remember how you liked to take photos and I figured you could get back into that if you like." Clark said as he went to a drawer and pulled out a camera and placed it on the table. Peter was both surprised and grateful for this.**

**"Oh man...thanks, I mean...are you sure I can have this?" Peter asked Clark. The older man just smiled and nodded.**

**"It's not a problem." Clark assured him. "Besides maybe you could find something to do at the Planet. I mean I'm sure Jimmy would like to have another person around that know about photography more his own age."**

**Clark looked at the time on the clock. "We better hurry, Lois will be here to pick us up and she hates being late." After breakfast and a quick shower and change everyone was ready just as Lois had arrived.**

**"Hey how was it with Clark's parents?" She asked everyone as they left the apartment and Clark locked up.**

**"It was pretty cool actually, never been to a farm before that." Everyone said with a genuine smiles.**

**"Tell me about it." Lois said laughing a little. "I was an army brat, so most of my childhood was spent at military bases. Plus the Kents are a nice couple, and I can see their influence in Clark too."**

**"How so?" Clark asked her but he already knew the answer to it, this was just for a little fun.**

**She gave him a sideways look and a small smile. "Well there is the whole boy scout thing you got going for you."**

**"I thought it was one of my more endearing qualities that you liked about me?"**

**"It's not...it one of the qualities I love about you." Lois told him with a look of affection, and Clark returned that. Spidey, Ariel and Peter just grinned at the two of them, they could tell they had been together if not romantically then personally for years. Like they were best friends who became something more.**

**His smile faded as that brought him back to MJ. She had been his best friend for years before they became romantically involved. He just wished that they knew how special what they had and didn't lose it. It wasn't pleasant to go through that as he was learning through experience at the moment.**

**It wasn't until they were in Lois' car with Ariel sitting on top of Spidey's lap, Altair has Ben and Sonic sitting on his lap with Peter in the middle seat and they noticed that Peter had been quiet and almost reclusive. Lois and Clark shared a look and Lois decided to try and get him to open up. "So Peter, you have any experince with journalism? Clark told me you used to work for one."**

**This brought Peter out of his thoughts. "Uh...oh yeah. I handled the Daily Bugle's web page." He saw the grin forming on her face in the rearview mirror. "Yeah, I know. Spider-Man, wed page manager the irony isn't lost on me." He said with a small smile. "Plus I was doing a little freelance photography from time to time."**

**"That sounds interesting." Clark said. "Who was you're employer?"**

**"This guy called Jameson."**

**"Nice guy?" Lois asked and Peter laughed. "I take that as a no then."**

**"You have no idea." Peter said to her from the back seat. Spidey knew this was going and reaches his back pocket and finding his cell phone and find it as he brings it out and starts it to find J. Jonh Jameson pictures and taps Peter on the shoulder and Peter notices Spidey tap him on the shoulder and show him the picture of him and turns back to them but unknown to them that a light shown in the trunk of Lois' car. "Let me paint you a picture. A guy with a crew cut hair, black and graying on the sides, always has a cigr has a Hitler mustache and is grouchy 24-7."**

**"You're kidding?" Clark asked him turning around slightly.**

**"I wish." He said in humor remembering the man. He was one of the few people he might not exactly miss that much from his world. "The guy also tried his best to make me look like a villain every chance he got. Even distorting the facts to do it."**

**"Why?" Both Lois and Clark asked at the same time. As journalist they tried to get at the truth.**

**Peter shrugged. "Don't know. Maybe a spider bite him once as a kid and he never got over it."**

**Spidey's cell phone starting to play the ringtone John Cena's theme song and everyone takes notice as Spidey looks at the picture and it says 'unknown' contact and Spidey put on the call and put up his phone to his ear "hello who speaking?" Spidey asked. "Yes is Spidey there." The voice sound like female and Spidey notices that freakin' voice anywhere "yes Spidey are you there?" The second voice is male and Spidey notices that tone of the voice and those voices none other than..."Peter and MJ!" Spidey yell into the phone and Peter thought that Spidey called him but Spidey told Peter it was a another you and Peter even heard Spidey say 'MJ' into the phone and Peter thought who was this another of him thought it was a clone and Spidey asked them where are you at and they told him in the trunk and Spidey, Ariel look behind them.**

**Later they arrived at the Daily Planet. Everyone got out of Lois' car and Spidey puts up his cell phone and walk to the back of the trunk and Peter was at the back of the trunk with the others and Spidey open the trunk and reveal them in the flesh was a light brown haired, olive-brown eyes, wearing a lightest red T-Shirt with a camera strapped around his neck, gray-blue jacket both slevees rolled up with a watch on his left wrist, light blue jeans, white sneakers as he step out and the 2nd Peter Parker looks at his look like and Spidey tells everyone this is Peter Parker but this one is from a different dimension and the Peters stared and well they shake hands as they smiled at each other and Peter notices a movement in the trunk and Spidey slaps his forehead and walks up to the trunk and peers in there "MJ get out the trunk" Spidey tells this female as Spidey help her out of the trunk and Peter Parker (one from the Ultimate Marvel dimension) looks at believe to be Mary Jane Watson as she steps out of the trunk and Peter looks at MJ's eye color they were a icy-sky blue color, wearing her clothes were a light purple turtle neck shirt, a three button style yellow shirt while above the light purple turtle neck shirt, skinny light purple blue jeans, brown cowgirl heel style boots and 2nd Peter Parker looks at his wife and Spidey told Peter Parker in the ear they're married but different dimension and Spidey also told him that this MJ has the same powers as you, me and Ariel and he nodded and MJ introduces herself to Lois and Clark and they nodded and they told their to them and Spidey was happy that these two came along for the ride and everyone looked up and saw a giant cement planet earth with the Daily Planet around it in a ring on top of the building. "Nice." They commented to themselfs and walked in. They got through security with Lois and Clark and each one was given a visitor's pass.**

**They went up to the office floor. It was a lot different then the Bugle that the Peters could see right away. The place was more open and there were no cubicles and the only office with wall and a door was one that he figured belonged to Perry White, the man in charge.**

**"Hey guys what's up?" Someone said to them. Spidey, Ariel, Altair, Ben, Sonic, Peter, 2nd Peter, MJ, Clark, and Lois looked and saw a redheaded boy maybe a year or more younger then them or him with spiky red hair and a few freckles wearing a camera around his neck. "Who are they?"**

**"Jimmy this is Spidey, his wife Ariel, their Ben, and Scion (revesed Sonic name to avoid strange activity) MJ, Peter, Peter, and Spidey's brother Altair, they're visiting with me for the weekend." Clark said. "Everyone this is Jimmy one of our best photographers."**

**"Hey nice to meet all of you." Jimmy said reaching out for a handshake that everyone returned. "So where are ya'll from?"**

**"New York." Everyone said to him even though neither Motorcity v2 doesn't existed in this dimension. "Interesting camera, a bit old but then again the older models were built better I think."**

**Jimmy's face brightened a little. "You know cameras?"**

**"Yeah, I did a little freelance for a paper in New York, but I had...well I had to drop it, freelance doesn't pay that well."**

**"Cool!" Jimmy said. He rarely found anyone else to talk to and the other photographers were either out covering things far away or were too old to get most of his live style. While Lois and Clark went about their work Jimmy showed everyone around and told them a few interesting things about the work place.**

**"So you must be Parker and his friends right?" Came a voice from behind them. All of them turned to see a middle aged man with a slight spare tire and slightly balding.**

**"Mr. White, yeah this is Peter and his friends." Jimmy said friendly.**

**Perry shook Peter's hand and everyone elses. "Glad to meet you son." He said pleasantly and this threw Peters a little, they were so used to Jameson that this was the complete opposite of what he had been expecting. "I hear you're a photographer?"**

**"Yeah, freelance mostly." Peter admitted.**

**"You worked for anywhere I would know?"**

**"Uh...I doubt it." Peter said trying to think fast. "The paper I worked for...isn't around any longer." He had learned that if you put some truth into lies they were somehow more believable.**

**"Well if you're good maybe I might buy a few, but Jimmy here is pretty good, one of our best so you got to do a lot to impress me."**

**"Thanks Mr. White." Jimmy Olsen told him beaming with confidence.**

**After that Jimmy finished giving everyome the tour and now Peter was getting a little bored, sure it was nice but without something to do he was climbing the walls so he walked over to Clark with Spidey and his gang. "Hey, we going to go check out the city."**

**"Are you sure you want to do that alone?"**

**Peter smiled. "I won't go far 'dad' and I promise to bring back the car too beside I got Spidey and his gang with me." Clark was glad that Peter seemed to be loosening up a little with the help of Spidey and his gang. So everyone tucked in their visitor's pass so they could get back in later and walked out with Spidey and his gang. The city seemed kind of nice, a lot...cleaner it seemed then New York.**

**They went a few blocks and was enjoying their walk. "Someone please help!" Came a female's shout. Spidey and Peter knew it was too good to be true they looked around but no one was close enough to see it.**

**"Damn it, no phone, not even a cop in sight...it must be a universal constant in all realtites." He muttered to himself as Spidey tell everyone roll it into high gear as they ran to the nearest alley where the sound came from. They saw a young woman in heels, a skirt and a blouse with short dark hair maybe a year or so older then him with two men.**

**One was holding on to her while covering her mouth. The other was looking through her purse and took out some money and stuffed it all in his pocket and threw the purse aside. "Well it's not much...but maybe we can take something else." The man said with a cruel grin and pulled out a switchblade and cut off a few of the top buttons on her blouse.**

**Spidey could see the fear in the woman's eyes and knew he had to do something.**

**This wasn't just a crime, it was a violation and it was something Peter hated of all the things he had seen and notices that look in Spidey's eyes as so does Ariel too.**

**Spidey went for his whip and told everyone to stand back to the left and everyone knew what is Spidey about to do and Spidey flips his jacket still wrap his waist and unclips the whip holster and release the whip and Spidey shot it forward flick it towards them as the whip fly to the knife and the guy's knife was slap off by the whip as the popper grabs the knife and Spidey reel back the whip and the whip launch the knife into the air and landed on a building on top of it and Spidey flicked the whip into the air and sending a sonic boom in the alley and Spidey's cap transforms into a Indinana Jones hat shadowing over his eyes and wrapping up his whip in his hand.**

**"Let her go." Spidey said angrily, it was things like this was to derespect to women everywhere he despised most of all.**

**"You asked for it punk." The one who has a spare knife said walking to Spidey with a predatory grin. Spidey smiled wickly as he drop his whip to the ground still holding on the handle "you should put up the knife if I were you." Spidey says coldly as they could intimidate him they were sadly mistaken "because I'm the Whip! Mother Fucker!" Spidey said as he launch his whip to the man as he swung the knife at his head but Spidey's whip was lightning fast as the whip disarm him of his knife and Spidey wraps his whip around his body and his hat change into his cap and the man swung a punch to Spidey's face but he easliy caught it and broke the man's wrist.**

**Spidey heard the sickening snap and even Ariel heard it as she sees her hushand defend for the girl from these men and Spidey grabs his jacket and threw him head first into a dumpster.**

**The other one seeing this threw the woman to aside and she fell to the ground. She watched in surprise and fascination as she saw the otherman charge towards the young whip wielder man trying to save her. She was going to shout out a warning but he seemed to know it was coming and Spidey turns to face the man and Spidey grabs the running man towards him and does a Randy Orton style powerslam to the ground and Spidey stands up and walks around before flipping to the ground and ready for Randy Orton's finisher as he fist up and as the man getting up slowly so does Spidey as the man has his back turned to Spidey and as soon the man turns around faces Spidey and Spidey jumps into the air and grabs the man neck with both arms and they fly off the ground for more then 10 seconds and Spidey brings down the man to the ground and slams his face with an RKO and Spidey stands up and hoist the ko man on his shoulders and walks to the dumpster and gives him the AA into the dumpster and grabs the doors of the dumpster and slamed them down on the muggers "that's how you get it DONE!" Spidey says in a victory tone and does the John Cena finger poss in the air and more for 2 seconds grabs his whip and reclips his whip and jacket goes over it.**

**Spidey saw both of the muggers were out cold and call them as they walk up to the young woman. Spideyt gestures for Peter to help her up as he reached down to her. "We better get out of here." He gently told her and she nodded and grabbed her purse and feld with them. It wasn't until they ran a few block until they slowed down. "Are you alright miss...uh sorry I don't know your name."**

**"Cathy." She told Peter. She felt her heart racing and suddenly the reality just sunk in. She never thought something like that would happen to her and then she realized what would have happened to her if this they hadn't come to save her.**

**Peter saw her suddenly stop and lean against the wall. "Hey are you alright Cathy?" He asked her worried. He saw her starting to cry and Spidey gently pushes Peter to her and he put a hand on her shoulder. She looked at him and suddenly hugged him.**

**"Thank you, all of you oh god thank you." She whimpered to him. Peter held her close as spin a bit and sees Spidey gives him the thumbs up as so does Sonic, he had seen this happen a lot of times. After she was over the shot she wiped her tears away. "I'm so sorry...I shouldn't have just done that."**

**"It's alright, after something like that I'm not surprised."**

**"Well I'm glad you came for me...I just realized I don't know your name." Cathy told him.**

**Peter kindly smiled at her. "It's Peter. But you should thank my friend Spidey.**

**"Thank you Spidey." Cathy tells Spidey as she looked at him and he understood.**

**"Just doing my job as a hero." Spidey tells her with a smile as Ariel smiled to her.**

**"Do you want us to walk you home or something?"**

**"I-if ya'll don't mind." She said. She was holding her blouse closed at the top and Peter, Spidey and Ariel and the gang could easliy tell she was still scared like a scardy cat (T-Bone's favorite tv show) so they decided to make sure she got home safe. On the way there they tried to take her mind off of things and he didn't know it, she was grateful for it. They got to the front she stoppped next to him as Spidey and his gang waiting outside of the picken fence.**

**"So do you live around here with your friends?" She asked him.**

**"No, I'm and my friends just here for the weekend we staying at a friends."**

**She looked a little disappointed. "I'm sorry to hear that...this city...maybe even this world needs more people like you and your friends in it."**

**"Really?"**

**She smiled at him. "Really, I know the world would be a better place." She kissed his cheek then. "Thank you again all of you, all of you saved me and ya'll didn't have to...but ya'll did. You're a real hero in my books, I know that sounds cliché maybe even stupid...but it's true."**

**They said their goodbyes and Peter walked with Spidey and his gang on feeling better about himself suddenly. That Spidey had helped a person out and showing how a hero done it but Spidey gestures him to help the woman in the alley without the costume. Did that mean he was still a hero like Spidey without it? Could he just walk away from helping people or was this who he truly was deep down? Someone who helps others and tries best to make the world a better place? Well there was only one way to find out as he looks at Spidey and he gestures him with the look of his Spider Morpher's spider symbol and telling him it what you were born to do.**

**Everyone had found their way to the apartment, after looking at the subway maps they found the shortest route and a spare key Clark had given Peter they got in then lock the door behind them. He couldn't believe he was going to actually do this, he was thinking he must have been nuts or something.**

**But there was the other part, the larger part of him that had been that said this was the right choice. This was part of him that had tried to do good in the world to help those that couldn't help themselves. He wasn't sure if he still had that same fire inside himself, but after what had happened today after Spidey show him to be a hero again maybe he could really do it again.**

**He got out his suitcase and found the costume and equipment. Spidey knew this was going and asked Peter and MJ do you have your costumes and web shooters and they nodded as they change into them quickly, Sonic spins off the clothes of him and Ben activated the Ultimatrix and waits. They were lucky that Clark's apartment window was high up and not close to another window but they guessed Clark picked this place so he could fly in and out without too much worry about someone spotting them.**

**Peter has spare web shooters for Altair and give it to him and Altair smiled as he slips on the web shooters and one was covering over the leather barcer and the Dino barce and other one was over 2nd leather forearm and Peter put on everything expect the mask. Ben raised his hand high in the air waits for the signal and Spidey and Ariel reaches for their Spider Morphers and Peter looked himself in the mirror in Clark's room with them, staring at his face. "Well...it's now...or never." He said to himself and pulled on the mask. Spidey and Ariel press the buttons as the hatch opens up and the nanobots coming out and cover their left hand giving the black/blue color and the red spider symbol under the palm of the hand a red pad button with the four red line on it and it gave a burst of the yellow tech light moves to his back gives it a black/blue color with the same red spider symbol and brings out the web cape from the neck line back that reached down to their butt, and torn at the end and gives it the same burst of light and moves to his front and covers up the front giving it the black/blue color with the red spider symbol in the front and gives it the same light again and the arms has the red lines on both arms and moves to the legs with the left sides the black/blue color and the inside right the reds line that stretch's to the boots which it has the three red spaced spider legs on both sides and covers up their heads with the mask has some red on the sides and the middle was black with two white eye pieces on it and gave it final short light burst and their Spider-Man Unlimited suits are online. Ben slamed the dial and the light died down, and a high-pitched voice shouted "SPIDERMONKEY!"**

**Everyone turn to see a blue, four-armed monkey-like creature with four beadly black eyes standing in front of everyone. Sonic told Ben to give a left and Spidermonkey lept to Sonic's back and Peter looks at Spidermonkey his distant cousin. They walked out into the balcony and without thinking twice jumped off.**

**An hour later Clark and Lois were having lunch at a small outdoor café that was near the Planet. They always liked to come here, since it was close to work and it had good food and service. They were at one of the outside tables talking.**

**"I hope they are all right." Clark wondered out loud.**

**"I'm sure they're fine." Lois assured him. "I mean after all they're tough and if Peter lived in New York his entire time he knows what to do and not to do in a city. Besides Jimmy is most likely with them."**

**Clark was looking over her shoulder. "I don't think so." Lois looked confused then looked over her shoulder surprised to see Jimmy walking towards them.**

**"Hey guys. I was wondering if they were with you guys." Jimmy said seeing them.**

**Clark shook his head. "No I thought they would have been back by now."**

**"Stop him! Someone please stop that man!" A woman shouted and all three of them and others looked to see a man running from the woman with a purse. Clark stood up out of instinct but looked around to see if there was a way to slip out.**

**All of a sudden a eagle scream was heard in the skys.**

**"Look up in the sky." Someone shouted and pointed.**

**"Is it a bird?"**

**"Is it a plane?"**

**"No it's...I don't know who they that is."**

**The next thing the people on the street saw some people two people dressed in a red and blue costume with a spider symbol, the other two in a black, blue, and red with web capes and red spider symbols costumes, one was a woman in a costume of crimson red, with golden boots, gloves and midriff and a mask that covered her face and tuckled her hair in the mask and lays flat under there, a blue hedgehog with a monkey on his back hanging on to him spinning webs from his tail, a young man in white robes were follow them as a bald eagle was with them, swinging overhead on webs heading for the purse-snatcher. People watched as these new heroes as Peter picked up the criminal and with an acrobatic air show ended up tying him upside down in webs from a street light and handed the purse back to the woman with the others heroes with him.**

**"Thank you...who are you?" The woman asked them.**

**"You really want to know? We Spider-Men, Spider-Girl, Spider-Woman, Sonic The Hedgehog and the White Angel." They told her and shot some web-line and took off over the streets with the eagle screaming in the air.**

**Clark was smiling the entire time then turned to Lois and whispered as Jimmy was trying to get pictures. "I think we don't have to worry about them." He whispered.**

**A few hours later Spidey, Ariel, Peter, Sonic with Spidermonkey on his back, Peter with MJ and Altair had landed on one of the taller buildings of the city. They looked around the unfamiliar city landscape. To them Metropolis seemed to a more futuristic then most cities, it was a nice city and already they stopped a few muggings and a bank robbery, which the two Peters got pictures of everyone in the gang with Spidey stopping. What really threw him for a loops was the fact that people actually seemed relieved to see them and even the cops had thanked them and for the fact that Spidey is a team leader back in his world and they worked together as a team.**

**This was new to him since most people just hide from him in fear or the cops pointed guns at him yelling to get down on the ground. It was a nice change. "Well so far this has been surprisingly a good day for us." He said to himself and everyone as they nodded. "Now we only one problem." They looked around the city. "How the hell do we get back to the apartment from here?" They looked and tried to find a few landmarks but didn't see any from where were at.**

**"I am so freaking lost...mental note...get a city map of this place as soon as possible."**

**It had taken awhile but Spidey, Ariel, Peter, Peter with MJ, Sonic, Ben, Altair, and Thunder finally managed to find the apartment again. It wasn't easy, they had to find the Planet then it took a few tries to backtrack their way back to the apartment. When they got back in it was getting late, most likely after five.**

**"Exploring the city?" Clark asked them. Clark had heard them come in and gone to see them in his bedroom.**

**"Yeah...sorry about being late but we got turned around a few times out there." They said slightly embarrassed.**

**"Hey is that them?" Came a familiar voice. Kara poked her head inside the room. "Hi again." She walked in and looked at them up and down their suits, without the clothes, and Altair's robes. "Okay...I'll admit. Yours costumes is kind of cool." She said grinning at them.**

**"Uh...thanks." Peter said a little perplexed to see her here.**

**"Hey I said I was stopping by Metropolis for the weekend, and Lois said I could crash at her place." Kara told him. "So you back in the hero business with them?" She asked him hopefully. He seemed like a nice guy to her and after their talk she was hoping he would go back to it. The world could always use more heroes.**

**Peter look at Spidey, Ariel, Peter with MJ, Sonic, Ben, and Altair with Thunder on his shoulder and Peter looked back to Kara "I think so." Peter told her taking off the mask as Spidey and Ariel masks were removed by nanotech this surprise Kara as she looked at Spidey and Ariel's costumes and Spidey told her they nanotech suits and she nodded and Ariel tells her meet those two as Peter and MJ taking off their mask and Kara gets surprised by there was a another Peter Parker with them and she looks at MJ and Peter tells her meet what looks like his dead girlfriend Mary Jane Watson but they're married and she nodded and Ben gets off of Sonic's back and Kara notices a blue, four-armed monkey-like creature with four beady black eyes standing in front of her. Ben tapped the Ultimatrix symbol on his chest and the flash died down and Ben has turned to normal.**

**"Well it was certainly an impressive display." Lois said also coming into the room. "Ya'll just in time, we were going to eat soon so all of you better get ready."**

**"Alright." Peter said grabbing going into the living room to grab his normal clothes and changed in the bathroom and Spidey and Ariel shuts down their Spidey suit and the nanobots trace back into the watches and Sonic grabs his clothes and spins back into them and Peter with MJ grabs their clothes and went into the bedroom and changed in there. A couple of minutes later they came out ready to eat, they hadn't been able to get back to the place in time for lunch and it's not like Peter could just go to a fast food place in his Spider-Man suit, even if he could it wasn't like he had any money on his as Spider-Man.**

**When they came out they smelled something good cooking and saw everyone gathering around the table. So Peter sat down across next to Kara, Spidey and Ariel sit next to Peter's right side, Peter with MJ by Spidey and Ariel, Sonic and Ben by Peter and MJ, Altair by MJ as they ate. They asked them a few things like anything interesting they had come across. So first was Peter to talk.**

**"Well no super villains at least, just the regular crime you find." He admitted. "Although it is strange not having people frightened of me or the cops shooting at me."**

**"You mean the police in your world actually SHOT at you?" Kara said. She couldn't believe they would do that.**

**"Yeah I got the bullet wound scar to prove it." He said in a darker mood. "But I'm not sure which was worse, the people reactions or that movie they made about me."**

**"They made a _movie_ about you?" Kara said surprised at that. "That must have been so cool!"**

**Peter shrugged. "Not really. One it wasn't about the real me for obvious reasons, secondly I didn't even get paid or anything. I mean they made a mutli-million dollar move about me and I didn't see a dime about it, I mean you know how expensive web fluid is? Plus when I went to the set they were filming me to save money and started to ask me all these questions and tried to pay me to take my mask off."**

**Clark shook his head. "I can't believe that, they actually did that?"**

**"Yeah by the director himself, Sam Raimi."**

**"Wait, the Evil Dead guy did your movie?" Kara asked him. She remembered watching those movies with Barbara one time. "Who played you?"**

**Peter winced at that one. "Tobey Maguire."**

**"The guy from Pleasantville and Seabiscuit?" Lois asked trying not to smile.**

**"Uh...yeah." Peter admitted. 'Great, now I'll never hear the end of this. I just hope this doesn't get back to the League.' He thought to himself. They asked Spidey next about back in his world and Peter remember something about Spidey's wife being a mermaid and they asked what do you mean a mermaid and Spidey told them what has happened back in his world so he being to tell them as they listen real closely to Spidey told whole story how he meet Ariel even her friends, a golden city in the ocean was Ariel's home and her father was the sea king King Triton has a golden trident, from that to Spidey saves Ariel almost eaten by a great white shark, have a tooth mark to prove it as Spidey show the shark mark on his right arm muscle and he tell on as he made a promise to her to protect her with his life and Ariel told him she protect him with her life and they promise together in the ocean, from that Spidey even them the whole team of his gang known as the Roadburners v2 and he tells it some more and gets to the ending as he tells that Ariel was almost killed by a sea witch a witch excpet for she was a eight tentcle marine, obosse about least 300 pounds and was the ugliest bitch ever see in your life and they nodded as Spidey drive in into the story "then Ursula has Ariel by the neck with her father's trident and I when went after her and rescues Ariel from her and I whip out my bow and arrow and shot it at her shoulder as gazed and she was hopping mad at me and trys to killed me but you're mess with me you're dead bitch and skips head a little as she goes giant and only way to killed her was to stabbed her with a hover borad and I when into overdrive she saw me but I was too fast for her." Spidey told them as he gets up from the table and does like was air surfing on a insvible borad "I open an big can of whoop ass as I stabbed her in the heart and rescue Ariel from death and she and I got married after her death 5 days. And that's pretty much it ya'll." Spidey told them the ending of his story and they nodded at the story and smiled for Spidey explain them about Ariel's origins as a mermaid and Ariel was pleased for them trust her secret of the merfolk in Spidey's dimension and the rest of the night went pretty well and Clark had asked her if she had finished her homework before flying to Metropolis. The look on her face was kind of funny to everyone but they were sure they didn't laugh at her. She was 'mostly' done as she claimed and Peter offered to help her out if she wanted.**

**She of course was glad for the assistance, in return she offered to show them around the city, which they were glad for after getting lost. After Lois and Kara had left the two Peters asked Clark if there was anywhere nearby that they could develop some flim. Turns out Clark just got it there in a few seconds and an hour later he had their pictures back that they took that day. They planned on seeing if Perry would want a few.**

**Peter had another restless night that night but it still wasn't as bad, but he was still not getting a lot of sleep, but then again he was used to that too. Being Spider-Man, going to school, having a personal life and working did that to you from time to time, well most of the time.**

**In fact the time at the Watchtower was the longest break he had since he started as Spider-Man. Peter walked to the kitchen counter and sat down with Spidey and his gang. Clark saw him and smirked. "You're not a morning person are you?"**

**"No...not really." He tried to stifle a yawn. "Coffee please." He asked. Later when they were ready Peter put on a long sleeve shirt on, mainly because of how it hid his costume underneath. Since he went out already as Spider-Man with Spidey and his gang, he figured he get used to wearing the suit under his clothing again.**

**When they saw Lois' car they hopped into the back seat with Peter's left side was Ben with Sonic on his lap, Altair told them to get on his lap and they did that, Peter with MJ on his lap and MJ has Spidey on her lap and Spidey has Ariel on his lap and Peter found himself next to a girl with brown hair in a ponytail and glasses in black pants and a red and black jacket. "What the? Who are you?"**

**The girl laughed and pulled off the hair to show it was a wig. "It's me Kara. When I first came here as Kara I decided to change my looks. I mean would you expect a brunette with glasses to be Supergirl?"**

**"Uh...apparently not." Peter said feeling a little embarrassed. They noticed that Clark and Lois were trying hard not to laugh at his reaction. "Yeah go ahead laugh at the poor boy who just had a heart attack." He told them and that did it, sending them both off laughing.**

**What unkown to them what as they drive to the Planet that a certain yellow car with a black Corvette symbol on the hood on the back of the car has a airforce spoiler, body kit no.4 and two people were in the car driving one was a certain male he has on his blue wrestlers boots with the red flames on the base feet of the boot, two black knee pads on the knees, red shorts with two white red stripes on the sides stretchs down to the shorts, a black bulletproof vest like with a green DX symbol on it and a yellow-sliver cross necklace, two black elbows pads, two black sweat bands above the elbows pads, two black UFC gloves fingerless stretches to the elbows pads but space it, human like skin, little light sky blue eyes, black mohawk that stands up to like a rock star style, facial hair on his chin sideburns and upper lip color around the whole lower face and the color is light yellow brown, wears Nimses sunglasses colored on his eyes he was Chuck Liddell Spidey's 4 brother in the Roadburners v2, one was female has blond cuvry hair to the butt, she has violet-blue eyes, wearing a medevil style white evening gown which it the one with the green puffs on the shoulders, two puffs sleeves on the biceps mucsles hold it by a two small green strip of a ribbon on each arm and on the forearms wrap by the same ribbon, long skirt white that reaches to the floor with a long green slash held by a golden button reaches the same length of the skirt and white flats shoes, and has a necklace around her neck it was a heart shape gold with a swan on the necklace and it picture was her and Chuck in a photo with her smiling as Chuck was beside her smiling and she was Princess Odette Chuck's girlfriend and they were wearing their seatbelts over themselfs as Chuck driving while following them and they poss the full powers of Superman expect for both of them has flight and Odette has Kira's super scream from Power Rangers Dino Thunder and their powers don't need sunlight and don't have a weakness to Krytonite but they can control their powers and they don't have Kryptonian DNA.**

**They looked back to Kara reading the morning paper she brought along. "Looks like ya'll made an impact yesterday." She said and handed them the paper with a slightly blurred image of them swinging away.**

**Peter smiled then it fell from his face as his eyebrow knitted together. "They spelled my name wrong." He simply said.**

**"What?" Lois asked him from the driver seat, she and Clark has written that article and she hated getting anything wrong in a story.**

**Spidey asked Peter to let me take a look at it and Peter handed the newspaper to him and Spidey reads the paper and looks at Peter and nodded "yup he right ya'll spelled the name wrong man it's one word like Superman, it's spelled two words with the s capitatlized in the word 'spider' and a dash after it and the m is supposed to be capitalized." He corrected her.**

**Lois looked to Clark and he shrugged. "I thought that was how it spelled."**

**Spidey and Peter read on and saw a picture of a bald man who was running for Governor, but there seemed to be a lot of controversy over his past 'criminal activites' it had said. "Who's this Lex Luthor?" Peter asked them and Spidey, Peter, Ariel, Peter with MJ, Sonic, Altair, and Ben saw everyone tense up. "We take it you've all had experience with him huh?"**

**"And it wasn't pleasant." Kara said through her teeth. "The guy was a billionaire of a large company but the League finally got the goods on him and sent him to prison. He lost control of his company and now he's running for political office."**

**Everyone looked at the picture as they filled them in on some of the things he had done and the two Peters got a sense of familiarity. "Great, the guy sounds and looks like Kingpin on a diet." They saw the looks and went to explain how a business man named Wilson Fisk in his reality was the Kingpin of crime in his world and of dealings he had. "In fact Luthor looks a lot like Fisk...only about 500lbs lighter."**

**"The guy was that big?" Kara asked him.**

**Peter nodded. "Oh yeah, think Shamoo but with a I-like-to-crush-people's-heads-with-my-bare-hands type of attitude. In fact that's how I got him so pissed at me, I snuck into his building's security office and took a type of him doing that and released it to the press, he had to flee the country."**

**"Whoa...nice work." Kara said. "I bet you and Batman might get along well, sounds like his kind of style."**

**When they reached the Planet they got out of Lois' car they went into the lobby and outside of the Planet Chuck and Odette get out of the car and Chuck notices Spidey was about to enter and Chuck shouts for Spidey and Spidey hears the yells and notices that yell from anywhere and turns around to the source of the yell and Spidey sees Chuck and Odette and they wave at him and Spidey wave to them come and they run to not using Superman like speed to him as they step up and they stop to face him and Chuck fist pound to Spidey and Spidey asked them what are you two doing here and they told him to help you and Spidey smiled and Spidey told them to follow me and they follow him and Spidey flash his press badge to the guards and telling them they're with me and they went into the elevator as it rises to the top.**

**Everyone made it to top and since Peter wanted to see if he could get anything for the pictures. It would be nice to get some cash on hand if he need it. "Hey everyone!" It was Jimmy calling over to them. "Kara! I didn't know you were here." He said seeing Kara.**

**She shrugged. "I'm visiting and I thought I would show everyone around Metropolis while I'm here."**

**Ariel counts the group and notices one was missing she gets scared as she worried for Spidey and Altair notices Ariel is shaking and he asks her what's wrong and she tells him that Spidey is not here "what you mean I'm missing Ariel?" A voice was heard from behind her and Altair sees that Spidey was behind her with two familiar people with him and Altair waves to Chuck and Odette and they wave back to him and Ariel slowly turns around and notices Spidey was behind her and she just pounced him with a bear hug knocking him to the ground on his butt and telling him not to leave me ever again and Spidey smiles embarrassed at Ariel and promises her not to leave her ever again and Ariel gets off of him and Chuck and Odette help him up to his feet and Spidey thanks and everyone notices Spidey was here with two familiar people with him and Clark, Lois, Kara, Peter, and Jimmy looks at the two with Spidey and Spidey tells them I you to meet Chuck Liddell and his girlfriend Odette and they smiled to him and they wave and they wave back.**

**"Hey Jimmy, you think Perry would like a few shots I got of Spider-Men, Spider-Girl, Spider-Woman, Sonic The Hedgehog, and The White Angel?"**

**This surprised him. "You've been in town one day and you already got pictures of the newest heroes in town."**

**"Uh...well...I did do this for a living for years...what can I say I got talent." He said and put a shrug at the end of it. Jimmy led them to Perry's office he was to Perry's office he was on the phone and they waited until he was done. Peter and everyone looked around and it had a nicer feeling then Jameson's office and a bit more open too.**

**"So Peter what can I do you for?" Perry said leaning back in his chair.**

**"Well I got these photos of the Spider-Men, Spider-Girl, Spider-Woman, Sonic The Hedgehog, and The White Angel and I was wondering if you'd want them?" Peter asked while getting a feeling of déjà vu from this. Perry took the photos from Peter and was surprisingly impressed by what he saw.**

**"Kid just how did you get these shots?" Perry asked him, he had been in the business for years and he never saw the kind of angles that these were taken on.**

**Jimmy got curious at that and looked over the desk at a few on the ground. "Whoa...I'm impressed...and a little jealous. I mean where did you take these? How did you take these, and could you tell me that?"**

**Peter had used his webbing to secure the camera like always so it would be a little difficult explain that, but he had perfected a few things over the years and one of them was bluffing. "Sorry trade secret, no offence Jimmy but if I told everyone then I wouldn't stand out more. Beside I'm not staying in this city much longer so need to worry about your job or anything."**

**"Worried? Heh heh who's worried." He told them, although he was a little. Those kind of dramatic angles were something he had never tried before and wondered if Peter was on a roof or something to get those high angle shots.**

**Perry had cut him a check and Peter was surprised at the amount. Either Perry was more generous then Jameson had been or Jameson had been screwing him over for years. And given what he knew of Jameson he figured that the latter was true.**

**"Cool, now that you got some cash you can treat us to lunch while showing ya'll the city." Kara said pleasantly. Peter was about to say why he should pay but stopped himself. He figured why not, he had a new ID givin to him by Batman before he left but what about the others ID and Spidey told him at the apartment that he already ID prepared for him and his gang and say who back at the apartment and Spidey say simple his friend in his dimension named Frankie and nodded at that. Which was a good thing since he would need it, but somehow managed to make a whole new identity for him on this planet.**

**He was sure that he did was technically not exactly legal, but then again neither was a lot of what he and most heroes did sometimes. But he was just thankful for it, it would have been hard to make a life for himself in this reality with no documents or past to build on. Kara took him along with Spidey and his gang to the closest bank to cash in while Chuck lock up his ride and then she gave them a tour of the city.**

**They spent hours walking and taking the bus or subways. She showed them all the 'cool' places as she called them. A few malls and stores, they ate lunch at this nice franchise place they never heard of and she showed them a few of the sights the tourist like to visit. Peter had to admit he liked time with her and Spidey and his gang.**

**She kind of reminded him a little of Gwen Stacy, especially the hair, even thought she was still wearing the wig. Kara caught him looking at her as they walked down the street with Spidey and his gang. "What?"**

**Peter shook his head. "Sorry, it's just that you remind me of this girl I knew named Gwen...you would have liked her."**

**"Really? What was she like?"**

**Peter smiled at the memories. It had been a while since he thought of Gwen, she had died nearly three years ago but her death still haunted him. "She was something else I'll tell you that. I mean she really knew how to have fun, and she had this...I don't know...just this way about her." Peter Kara and everyone else about the first day they met and how after her father had been killed his Aunt May had taken her in. To Peter she had been like a sister, even though MJ was a little weary of having a girl live at his house she had gotten over it.**

**He also told them how her dad was killed by a man in a Spider-Man suit and had blamed Spider-Man for it, even though everyone had known it was a fake Spider-Man. Then when she found out that he was Spider-Man she got her dad's gun and pointed it at Peter threatening to kill him. Luckily he got the gun away and he convinced her it wasn't him.**

**She ran away and later she came back and they talked it out and she got over her hatred. For the next few months, things were great with him, MJ and Gwen. "Well what happened?" Kara asked him. The more she heard the more she liked this girl, then she noticed Peter's mood darkening.**

**"She died." He simply said. He told them how this scientist Dr. Conners he had helped got a sample of his blood and asked Peter for his permission to experiment on it. Peter had been going to the doc whenever he was hurt and needed to be fixed up. Conners had told him his blood might make break throughs in genetics. So Peter had agreed. Little did he know he would have always regretted that day.**

**Conners had somehow created some thing by accident. It escaped and it went on a killing spree absorbing all the fluids out of people leaving them gray skinned mummies. Gwen had been one of them, he had seen her body and the expression frozen on her face.**

**Everyone expect for Spidey, Altair, Chuck nodded couldn't something like that had happened. She saw the pain it caused in Peter. She gently took his arm. "It's wasn't your fault."**

**"Yes it was...it was my blood, I gave the doc permission. If I had she might be alive today and so would all those other people." He said his voice filled with anger and pain.**

**"Peter." Kara said sternly to him, causing him to look at her and she could see the depths of his pain in his eyes. "You didn't know, you couldn't have known. And bad things happen all the time wheather we want them too or not. Even the most powerful of us are helpless at times Peter. There are some things that we can't do, some people we can't safe...no matter how much we went to."**

**"And how do you know she would have lived anyway? I mean how do you know some other villain or just some thug wouldn't have killed her? If she had lived would had been in that house with the others that night?"**

**Peter considered her words. He had years to think about this but even though he knew she had a good point, he would always feel responsible for that. But he was thankful that she tried to make him feel better. "Thanks Kara." He told her.**

**They walked on then Spidey, Peter, Ariel, Peter with MJ, Sonic, Altair, Chuck, Odette suddenly stopped. "Spidey, Peter, Ariel, Peter and MJ, Sonic, Altair, Chuck, Odette? What is it?" Kara asked them.**

**"Spider sense, ear twick, hearing danger in red zone." They whispered to her and Ben then the front of a jewelry store was smashed open as something was through out and a large van speed to a stop not far from the entrance.**

**"Everyone if ya'll don't mind I think I'll handle this." Kara said with a smirk she went to an alley. Everyone was wondering what she was going to do when a blur came out of the alley and over to the store. Then they saw her for the first time in her Supergirl uniform.**

**It was a blue miniskirt with red boots, white gloves the wig and glasses gone and she had on a white T-shirt with a red S symbol on it and a small red cape on her back. Peter was glad he brought his camera with him as everyone went into the alley and climbed up, fly up some hitch a ride to the top of the building and got ready to take a few pictures. They was sure she could handle them, after all from what they heard, she and Superman were nearly invulnerable not to mention really strong too.**

**Kara floated down to the scene. She landed outside the driver side door and ripped it off, surprising the driver and before he had a change to yell out she pulled him out and threw him across the street. With her heat vision she melted the steering wheel so they wouldn't use this to escape.**

**"Harry what's going on over there?" One of the masked men asked as he walked around to the other side of the van. When he was suddenly face to face with Supergirl he knew they were in trouble. "Oh crap!" He went for his gun out of instinct but in a blur she had incapacitated him and the two others outside.**

**Kara smiled to herself. "This is too easy." She went through the broken window into the store, she saw three men with their backs turned to her as everyone else was on the ground. "Alright why don't you just give up now and I don't have to get rough."**

**"Why what would be the point of that?" Came the voice of the middleman with a high class and slightly British accented voice. When he turned around Kara's heart froze at the sight of him.**

**"Oh no." She whispered to herself then out of her eyes came a green energy beam and from the feel of it she knew it was Kryptonite powered hitting her in the chest and her sending her through the window and then through the van onto the street making a groove in the road. The blast had weakened her and she sure felt the pain of that. Spidey, Peter, Ariel, Peter with MJ, Ben, Chuck, Odette, Sonic, Altair, and Thunder however knew that something had gone horribley wrong at the moment she came out of the building like that.**

**The man coming out of the building was once John Corben now known as Metallo, the android with a human mind of a criminal. He picked up the truck like it was nothing not caring that the men he hired were running away. He heard the police sirens and knew they would be caught but that didn't matter to him. He already had Supergirl at his mercy, okay so it wasn't Superman but still it was a step in the right direction.**

**Kara saw the truck and only had one shot, she put everything into it she had and fired her heat vision at the fuel tank. The truck exploded but she knew she only bought herself some time. "Are you alright?" She looked up to see Clark in his suit floating down to her, she was both relieve and afraid that he was here.**

**"Superman...watch out..." She tried to tell him. "It's..." But before she finished a green energy beam shot out of the flames hitting Superman in the back. Metallo was walking out of the flames, his synthetic flesh ruined as over half his body was exposed as the metal frame it really was.**

**"I was so hoping to meet with you." He said grinning with the side of his face that still looked human and he ripped off all the 'flesh' and clothing on his chest and it opened up revealing the Kryptonite powering his body to the two aliens. Both of them cried out and Superman fell to his knees.**

**"I've been waiting for his day." He said walking to them. He grabbed a piece of sharp metal from the ruined frame of the van, not feeling the heat of the hot metal. He walked over Kara and learned at her. "I think I'll make you watch me deal with her first before I finish you off Superman." He rose the piece of ruined metal over his head ready to bring it down on her. "I'm not sure if you've weak enough for this to go all the way through on the first try...but you know that they say. Try, try again."**

**Kara looked up in fear knowing he was going to do just that. Then suddenly a eagle scream heard in the skys and a web substance caught the metal and his hand and he was yanked back hard. She saw Spidey, Peter, Ariel, Peter with MJ in their Spiders uniform, Sonic without his clothes, Ben in Rath's form, Altair in his Assassin's robes, Chuck and Odette in their costumes Chuck was wear his boots, black tight pants with skin tight shirt long sleveed with black cape to the ankles, UFC gloves, black mask on his eyes he known as Black Ice, Odette is wearing white boots, white tight pants with skin tight white shirt long sleveed with white cape to the ankles, white skull cap mask, she known as the White Swan in the air as they hovering on the building behind Metallo.**

**"They also say you shouldn't play with sharp objects Tin-man." Peter said to him as they nodded in laughter.**

**Metallo ripped the webbing from his hand and looked at everyone. "What is this? Is everyone hero in this city busy so they send the rookie team!"**

**"Hey we no rookie team shit strain!" Spidey as Spider-Man shouted back at him.**

**"The name is Metallo!" He shouted and threw the metal like a spear at them but Spidey whips out his bow and arrow as Spidey shot the arrow at the metal and it made contact as the metal gets sliced by the arrow in two and they easily dodged it as the metal contact into the building.**

**"Well look Metallica or whatever you're calling yourself, why don't you put the nice green rock away that seems to be hurting our friends and we can get down to business." Everyone said to him.**

**"I don't think so." He said menacingly. Everyone jumped over him and sprang off the ground hitting him with his feet then as he was flying overhead they twisted and slammed all feet into his face. Metallo staggered back a few paces but really effected. 'Great, I just pissed off the Terminator.' Peter thought seeing the look on what was left of his face.**

**Spidey and Peter and their gang dodged an attack that shattered the street, and when they jumped into the air he was surprised that Metallo did the same, caught them and flung them through a window. Ariel seeing this and gets really mad as she and them went after them through window. Spidey and Peter shook his head and groaned as they looked like they was in a living room. They saw a young woman eating Pop tarts. "Pop tart?" She offered them.**

**"Uh...thanks but no, I'm trying to watch my diet." He said and everyone got to the living room and help them up and jumped out the window with them. They saw Metallo was walking back to the Kryptonians. 'Okay Peter think, green rock equals bad for them, so get rid of the rock first then worry about the Terminator's evil brother.' He thought.**

**"Hey chrome dome!" Peter yelled at him as they landed not too far away.**

**"Don't all of you ever give up?" He asked.**

**"No, hasn't anyone told you, you sound like Malcolm McDowell?" Peter said back.**

**"Who?"**

**'dumbest mother fucker ever' Spidey thought in his mind.**

**Peter sighed. "No one appreciates the lesser known actors." But seeing the confused look Spidey and Peter look at each other and nodded and they shot out a web line together right at the Krptonite. Metallo looked at the webbing knowing what they had planned and tried to make a grab for the webs but Spidey and Peter pulled hard and ripped the rock right out of his chest.**

**"NO!" He cried out in vain. He could feel the power draining from him, his limbs were getting harder to move and his systems were shutting down one by one, he tried to reroute power but it was too late.**

**Everyone noticed how he seemed to slow down and looked at the rock. 'You mean this stuff was powering him?' He was surprised by that twist of fate. 'Now to get rid of it.' He looked around and jumped onto a building and with his webbing placed it on the side of a very tall building when they got back down to the street he saw police were finally on the sence and Metallo looked like a metallic scarecrow.**

**They ignore him and went to their friends. They saw Superman was up, a little wobby but up. Supergirl was sitting up only. Peter knelt down to her. "You alright?"**

**She nodded. "Yeah...damn I hate that stuff. Where is it?"**

**Spidey, Peter pointed to a building. "Up there, we figured having that stuff near you guys wouldn't be healthy."**

**"Well I'm thankful for it." Superman said to them. "I'll have someone from Star Labs get the sample." He looked to Kara. "You okay to fly?"**

**She tried to stand but got dizzy and started to fall but Ariel and Odette caught her. "Uh...I don't think so."**

**"We could take her back." They offered. "We mean someone has to stay here and look after Mr. Heavy metal over there and the rock."**

**Superman nodded. "If that's alright with you?" He asked Kara.**

**"Hey fine by me, in my condition I might fly into a billboard." She joked. After Chuck and Odette went back to grab their car and everyone expect for Altair, Ben, Spidey, Ariel grabbed their civilian clothes and camera from the area Peter put them all in a backpack made from webbing and then grabbed onto Kara and swung her to Lois' apartment as they web swung with Spidey and his gang.**

**Kara was surprised at how their web swinging was a lot like flying and Spidey looked down to the streets and notices Chuck and Odette driving in the yellow Corevtte Zo6 slowly while following them. By the time they got back she was feeling a lot better. "Hey Peter...thanks." She said to him.**

**Everyone removed their masks, Ben change back and Sonic puts on his clothes as Chuck and Odette powered down their costumes and they smiled at her. "Hey what are friends for?"**

**"That reminds me...can you help me with my homework? I don't feel like going out at the moment."**

**"Sure thing." He said to her and after taking turns to change into their normal clothing they got to it and she was glad she had asked him. She didn't know Peter was so smart and he made her homework a lot more understandable then her teachers. They actually got done pretty fast and spent the rest of the day sitting in front of Lois' TV watching a few programs and comparing TV from this world to Peter's until Lois came home for work and everyone decided to go back to Clark's.**

**He dropped off the flim he was going to pick up later that night, hoping Perry would like a few more tomorrow. All in all their stay in Metropolis wasn't bad. Okay he could have done without the super villain and the new aches and pains by being slammed through that window with Spidey but without the help of Spidey and his gang considering the things that had happened to him he got of fight.**

**As they made their way back to the apartment he was starting to think maybe he could find a place for himself in this world with them. He was starting to get friends now he just needed to know what to do with the resst of his life. But he figured that could be taken care of tomorrow.**

**It had been a couple of weeks since their visit to Metropolis and Peter had to admit he was getting used to his new life. He was really getting along with Flash even Spidey and his gang and he was also finding some quiet time with them and J'onn too. It was kind of cool hanging with an alien but Ben also is the same with his Ultimatrix and couldn't help but notice how wise and introspective the tall green man was. Speaking of aliens although he kept forgetting that she was, he also stayed in touch with Kara, it was nice having someone his own age to talk to when he needed. Peter and Spidey and his gang went back down to Earth from time to time when not on the Watchtower whenever they needed to 'get out' as he called it. They were given a device so they could use the teleporter to call them up to the Watchtower when he needed to.**

**Mainly they were exploring some of the strange cities he had never heard of. Like East and West coast city. They visited Flash or Wally West as he was let in on his secret identity, in Keystone city. But so far Peter had avoided New York...he wasn't ready go back there...not yet.**

**They help out the League by working on the Watchtower and after the Metallo thing they had even gone on a few missions, but it was small time stuff. They got the feeling they were trying to see what they could really do out in the field and to be honest that was fine. They just wanted to ease themselves back into this. Peter also was being 'trained' by Batman while the others watched they were in their costumes, Sonic out of the clothes, Altair in his Assassin's robes. Or more accurately getting his butt slammed onto the ground until it was bruised. Which was what Peter was doing at the moment in the training room in full Spider-Man gear as Batman flipped him onto his back...again.**

**Peter couldn't get it, he was supposed to be fast and was definitely stronger so why was this so hard? Okay so Batman fought better then anyone expect for Spidey and his gang he'd ever met but they had been at this for over an hour and he only managed to 'tag' Batman almost a dozen times in hand to hand while Batman had nearly three times that amount.**

**Batman for the pat few weeks had been training Peter in the fine arts of hand-to-hand combat. He was impressed at how well he was doing, his reflexes and speed were already above average in fact even though he didn't show it he trying his best. He found out early on that Peter's spider sense was the first thing he had to overcome. In the free for alls, Peter did a lot better since he wasn't limited to the ground like now.**

**He felt Peter should know a bit more on how to defend himself when he saw all those scars on his body. He hadn't said it but he didn't want to see this kid get anymore hurt then he had. In fact he saw a lot of potential in him, and to be honest if only to himself...he felt for him. Peter knew what it was like to lose your loved ones, to see it happen abd feel totally powerless.**

**He had been watching Peter closely ever since he got here. At first it was to see if he was a threat but then it soon became apparent that he was trust worthy. He had been thinking of what to do about him also. He made a basic background for him in the system in the US with the driver's license but beyond that nothing much but the others had theirs in the bag due to someone had beat Batman to the punch. He would need Peter's help to fill in a lot of the blanks and he had been thinking on something for awhile now too. J'onn had said he trust them, so did Clark and Flash with their identities.**

**Peter got himself off the mat and got ready. "Alright bring it bats, I'm ready for you this time."**

**"That will be enough for today Peter." He said. Peter sighed on the inside, okay sure he was learning some decent fighting skills but man this guy was tough well expect for Spidey and his gang. "I want your help with something."**

**"O-kay...what?"**

**Batman started walking to the door. "I need you to help me finish your personal information and put it into the system. Then you can start to live a life with a paper trail."**

**Everyone watched him walked off before they went after him. "And you're getting around to this _now_? I've been here a month already!"**

**"Three reasons." Batman said calmly. "First...I've been busy. Secondly even you weren't sure what you were going to do with your life and lastly for all we know you might not have been around this long."**

**Peter thought about it. "Okay...I get the point. So...where are we going?"**

**"Home." Batman simply said leaving a confused Peter in his wake while the others following Batman. Peter just ran after them and caught up to them at the main teleporter. Peter wasn't sure what to think about that until Batman punched in a destination and his own personal code and to everyone that meant only one thing.**

**'No freaking way...we're not going to where I think we're going are we?' He thought to himself as they got on the teleporter with everyone. Then everyone disappeared and suddenly everyone found himself in a huge cave. He looked around in awe at the place expect for Spidey and his gang they were familiar with caves like the spider cave. It was massive to say the least, they could hear bats overhead in the darkness and saw a lot of advanced equipment, a small science lab, and in the center a very large and impressive computer that Batman was walking to.**

**"You know...when they said you worked in a cave...I thought everyone was just exaggerating." Peter said looking around. He looked over the edge of the ground into a crevice. He was wondering how far down it went but decided he didn't want to find out. They walked over to Batman who had pulled up some kind of file. It had his picture on it and limited information.**

**"I'd like for you to give me as much information about your life as possible to fill in all the blanks." Batman told him. "If someone looks you up you need to have an air tight paper trail so no one realizes that you only just showed up not to long ago."**

**"Alright...but will it work? I mean I looked myself up and it seems my family never existed in this world." Peter had tried to see if maybe his family was alive in this world, he wasn't sure why he did it, it's not like he could see them. If they were alive then what if there was already an alternate verison of him living there? Maybe he just wanted to see them, even if it was from a distance. But it turned out not only did he not exist neither did his family.**

**"That's even better, saves the trouble of working around that." Batman told him. Peter sighed and tried his best to remember everything. He gave him his parents and aunt and uncle's names, birth dates and everything he could think of. Some of the places didn't exist in this world so Batman had to improvise. For instance Peter's old high school went by a different name. So that was changed in his information and other things.**

**So far Peter's 'official' life was basically the same. Parents died in a plane crash, raised by his aunt and uncle, then he changed it to so that they both had died in a fire and he was a ward of the state. His grade were all A, except for gym. Peter had said that he should keep that to make it more 'real'. Batman also made him a high school graduate. Now Peter was a little uneasy with that, it didn't seem fair to just 'graduate' like that. But then again he was smart enough to get a GED a few years back. Hell he could have been in collage a few years back with his mind.**

**After several more hours they finally finished. "So...that's it?"**

**"Yes." Batman said getting up. "I'll put it into the system over this week slowly so not to get anyone's attention."**

**"Oh...that's cool...so...what now?" Peter asked. He had taken off mis mask while everyone have their masks remove, Ben not in his alien form, Sonic without his clothes, Altair had his hood up, Spidey, Ariel their masks removed by nanotech, Peter with MJ their masks removed, Chuck and Odette kept their masks on because the only to transform into their costumes is by a certian wand morpher from PRMF and as 'sitting' on the side of a large piece of protruding rock from the floor. Batman looked at them and considerd something. He figured them was trust worthy, he had shown themself to be, even thought Batman wasn't too trusting by nature he felt them was as good a choice as any. Besides if they didn't then what he had planned later on wouldn't be possible.**

**"How about I show all of you the 'family'?" Batman asked them.**

**"Huh?" Peter was at a loss for words, mainly because he didn't know what he meant by that but Spidey and his gang knew about Batman's family due to a certain Batgirl told them.**

**Batman had a small smirk, one of his rare ones at that and walked to the computer and pressed a button. "BG and N, could you two get back to the Cave?"**

**"Sure thing B." Came a female voice.**

**"I should be there soon, it it serious?" Came a male's voice.**

**"No...I just want you to meet a couple of people." There was a strange slience over the line and then they both said they would be there soon. Batman turned off the communications and pressed a call button.**

**"So...what's going on?" Peter asked confused.**

**"Everyone...I'm going to let all of you in on something that only a handful of people know." Batman said ever more seriously then usual. "And I want all of you to know that if you tell anyone who doesn't know without my permission all of you will regret it." Peter could sense the threat and Spidey and his gang unphased but they will never tell a living soul about him and nodded.**

**Then to his utter surprise he saw Batman pulled off his mask. "All of you can call me Bruce...Bruce Wayne."**

**Peter blinked a few times. The name sounded familiar to him then it clicked. "Wait...as in that Wayne Enterprises?" Bruce nodded. Peter and Spidey and his gang looked the Batcave. "Well...that explains a lot."**

**Bruce raised an eyebrow. "How so?"**

**"Well for starters how else do you afford all this cool stuff? I mean this doesn't come cheap." Peter began. "And I've been wondering how paid for the Watchtower. Since no Government paid for it not only does that mean the League doesn't owe any country anything, but it also means all the costs have to come out of the League's pocket."**

**"Plus there the fact that you seem to be on call nearly 24-7, I mean how does someone do that and earn a living, believe me I know how hard that is. So...how am I doing so far?" Peter asked with a smile. He knew his question was also another of his little tests, that Peter had noticed Batman had been subtly giving him over his time there.**

**"Not bad." He said flatly although he figured Peter did pretty good, he knew Peter was smart but he also seemed pretty sharp too, which in his opinion was just as important. Then he noticed the light on the elevator blink and open and a familiar elderly man walked out. "Ah Alfred I would like you to meet Peter Parker, Spidey, his wife Ariel, his brothers Altair and Chuck, their friends Ben Tennyson, Sonic, Peter Parker and his wife Mary Jane Watson Parker, Odette."**

**Everyone turned and saw a butler walking over to them. "Ah so you're Mr. Parker and his friends. I've heard much about all of you, I'm Alfred Bennyworth." The elderly man said with an upper crust accent.**

**"Hi nice to meet you." Everyone said. 'I guess I shouldn't be too surprised he's got a butler I mean he's supposed to be rich, maybe it's just that Alfred here knows about all of this that's kind of throwing me for a loop. It is kind of weird but then again so is my life.'**

**Just then a roaring sound could be heard from the distance and everyone looked to see a pair of supped up bikes racing their way towards them. They stopped and the figures walked towards them. Everyone saw a woman in a bat-like with red hair coming out the back and a tall dark haired man in an all black costume with some kind of blue bird on the chest.**

**"Hey what's up?" The guy said, then he and Batgirl froze seeing not only Spidey, Ariel, Peter, Peter with MJ, without their mask but Batman too also with Sonic without his clothes, Altair kept his hood up, Chuck and Odette kept their masks on but their masks disappeared into thin air and reveal their faces. "Uh...what is all this?"**

**"This is Peter Parker, also known as Spider-Man along with Spidey and his gang." Bruce began. "They currently helping out the League while here and-"**

**But Batgirl cut him off and ran to them. "Oh! So you're Peter and Spidey. Kara's told me all about all of you."**

**"You know Kara?" Peter said surprised. She never told him she knew anyone in Gotham but there was most likely a lot he didn't know, hell he was still learning about this entire planet with Spidey and his gang.**

**Batgirl smiled. "Oh yeah, were best friends. I'm Batgirl by the way." She looked at Bruce and he nodded and she pulled off her mask to reveal a pretty redhead with green eyes in her early twenties. "But I'm really Barbara Gordon."**

**"Oh so you're that Barbara she told me about." Peter said recognizing the name. "Glad to finally meet you."**

**"Likewise." She said. She remember all the things Kara had said about them it was kind of weird standing in front of them now, they were from another world, another Earths which was a new one for her. The fact that Bruce had shown them his face and the Batcave also said a lot.**

**"So they're the new guys I've heard about." Nightwing said walking forward. "Hey, I'm Nightwing, or Dick Grayson." Then he turned to Batman. "Is Robin still at Jump City with the Titans?"**

**"Hey nice to meet you." Peter looked at the small mask on his face that seemed to defy gravity. "Can I ask you something? How does that little mask think stay on?" Dick grinned at that, he liked him already.**

**"Yes, everyone hasn't met him or his team yet." Batman replied. Then a beeping noise was heard from the computer and he walked over to it. "The Bat-signal has been activated."**

**"You want us to come too?" Batgirl asked pulling on her mask. Batman nodded and started to walk off and Nightwing and Batgirl went to their rides. Peter was feeling a little left out at the moment with Spidey and his gang and they figured as long as they was in Gotham they might as well see the city at least.**

**"Hey...mind if we tag along? Or do we got to stay in the creepy old cave for the entire we in this city?"**

**Batman regarded them for a moment. "Fine, come with me but do as I say. This is my city and all of you follow my rules." He said in typical Batman fashion and Spidey and Chuck fished out their car keys and they got it as they press the button on the symbols and if show up like magic as they came into view with Chuck's Corvette car appears to the left and Spidey's Lamborghini Murcielago LP 670-4 SV ride shows up to the right and Batman, Batgirl, Nightwing, Peter looks at Spidey and Chuck rides they appear to be fast and sleek but be warned that those rides are extremely fast and Spidey, Ariel masks back on them by nanotech, Chuck and Odette masks reappeared as they get into them and Spidey gestures for Peter and MJ to hitch a ride on top and they nodded as they pulled their masks over themself and jump on the roof of Spidey's ride and Ben went as Big Chill and Chuck gets into his ride and Odette gestures for Altair to sit on her lap and Altair runs to Chuck's ride and sits on Odette's lap and she closes the door and Sonic uses his speed and Peter pulled on his mask and leaped over to him. They came up to a black, sleek car. "Whoa...nice wheels." The top opened up and he jumped into the passenger seat. He looked around the controls on the dashboard as the Batmobile drove off with Spidey and his gang follow them.**

**It turned out it was kind of a longer drive to the city then he thought and in the distance he saw a giant Batman symbol in the sky. 'Must be nice for people to actually call you up for help.' He thought. He was still adjusting to how cops and other law enforcement agencies took to this super-hero thing so well in this world. After years of being shot at, yelled at, or those that tried to arrest him he had to admit this was different. It was also a _lot_ nicer too.**

**Peter looked at the controls. 'Why do I feel like I'm in Star Trek?' Then he pointed to one of the buttons. "Say what does this one do?"**

**"Passenger ejector seat." He said flatly.**

**Peter was about to pull his hand away when he realized his spider sense wasn't going off. "Nice try but I'm not getting anything dangerous about it." Batman flipped a switch and suddenly his spider sense did go off and he did pull his hand back.**

**"It wasn't armed until now."**

**"Okay, point made. No touching anything." Peter said folding his arms across his chest. When they all finally got to a large building that he saw was a police station Spidey and Chuck's rides disappeared once they stopped and the top opened and Batman shot a grapple as did the others and Sonic grabs onto to Spidey as they shot up their web lines, fly up as Odette got hold of Altair by the armpits and Chuck flys up along with his girlfriend as Ben fly up and Ariel follows her hushband and go up into the night sky with Peter with MJ does the same with them. Peter shrugged. "Well if you can't beat them." He said to himself and fired a web-line.**

**On the roof Commissioner Gordon, a man in his fifties, with glasses and short white hair was in a trench coat waiting by the bat-signal with Harvey Bullock. An overweight in a dark suit and hat looking like a cross between an old private detective out of some bad flim noir movie and a caveman. There was also detective Montoya. A Latin woman with long dark hair in more sensible attire then Bullock.**

**"So how long until the freaks in pajamas get here?" Bullock asked. "I hate this waiting around."**

**"Why you got a reservation at an all you can eat buffet?"**

**"Or you have a doughnut for breakfast, lunch, or dinner little fatty."**

**"What?! Who said that?" He demanded only to turn right into an upside down two Spider-Man and Spider-Girl and his gang. "Whaa!" Bullock shouted and fell back onto his ass. "Who are you?"**

**"A couple of friends." Came Batman's voice from the shadows as he emerged with Nightwing and Batgirl. "What's the problem?"**

**"Joker's back in town, he just robbed a bank but when the officers tried to pursue somehow he filled the streets with some kind of bubblegum or something." Gordon told him. "The officers lost him and no one knows where he is."**

**"I'll get right on it." Batman told him and turned to leave.**

**"Why is it we always got to turn to the freaks?" Harvey asked Gordon. He never like them and in his opinion he thought the criminals should be handled by the police not vigilantes.**

**To Peter it was the same old song it was like he was back in New York seeing that guy, but Spidey heard the word 'freak' it may offend Ariel and Spidey figured that Peter to take him down a peg." Dude, you know those doughnuts they bring in are for everyone and not just you right?"**

**"What?" Bullock was shocked at that. Normally they just him but this was the first time one of 'them' actually did something like that. Even the others were a little surprised and even amused. Montoya was trying to hide a smile with her hand while everyone with Batgirl was grinning alone with Nightwing.**

**"What did you just say?"**

**"You heard me." Spidey and Peter said to his face. "We got two words for ya big man...slim fast." Then Peter and Spidey does the backwards leap of faith off the roof as the eagle sings it songs Bullock chasing after them.**

**"You better run you little creeps! When I get my hands on you two, you're going to eat that mask!..." Spidey shot an impact webbing at him and wraps him up in a web ball and then he turned on the ground to see Gordon trying to hide a smile while Montoya was clearly holding in her laughter.**

**It took some time, a little snooping and a few intimidations of a few street scum. Let's just say Peter's views on how scary Batman could be was increased that night. All of them found out the Joker was hold up in an old factory in the industrial district. Currently all 12 of them were looking at the factory, Batman looking through some binoculars.**

**"So...what's the plan?" Peter asked.**

**"We go in and all of you stay here. The Joker is not the kind of person you want to mess with." Batman said sternly. Peter was about to object but the tone in his voice was a good indication not to. When Batman went off Batgirl padded his shoulder while Nightwing came up to them.**

**"Don't take it personally, he's just very territorial." Peter sighed as they watch them move off and Peter decided to get knowing of Spidey's gang a little better. The three of them made their way stealthy towards the building. There were a few guards but they never saw them coming and were out of the fight before it was too late.**

**When they got inside the factory they could the Joker's laughter and his voice. They saw at a table with Harley Quinn with a lot of loot on the table. "I'm telling you Harv, this was too easy, I mean, I figured Bat-brain would have showed up bu now at least."**

**"Maybe he's out of town Mr. J?"**  
**Batman nodded to the other two and they quickly made their way to the table and Batman grabbed the Joker. But it was too late to realize his mistake. The room with the Joker had only one way in, it was an old office with one door and the Joker and Harley weren't facing the door, now he knew why. He was holding a dummy of the Joker.**

**"About time you got here bats, and boy did you pick the wrong door, ha ha ha ha ha!" Then the door to the office slammed shut and the 'Joker's' head exploded and a green gas fill the room quickly.**

**OUTSIDE THE FACTORY**

**Peter and Spidey and his gang was waiting forever. Sonic was waiting impatinetly as rapidly tap his foot on the ground and everyone look out at the factory. It had been nearly an hour and nothing, in fact it was really quiet at the moment, too quiet. Plus they should have been back by now too, but when they didn't he got a bad feeling with Spidey and Ariel and not from his spider sense either. "He's going to be pissed but we can't wait here forever." Peter said to everyone and Spidey nodded as they jumped off the roof with Odette holding Altair on her back, Chuck holding Sonic on his back too, Big Chill fly with them.**

**They managed to get to the roof and tried to find a window on the wall, but Thunder let out a gentle cry to them and they heard it, since those weren't really guarded since no one actually expected to get in through those ways and Thunder lands on Altair's shoulder. They found a few thugs below them sporting a few bruises. "Man I hate this. We get our butts kicked and we don't get to watch."**

**"Tell me about it! But then do YOU want to tell Joker that?"**

**What are you nuts?! No way I'd say something like that to his face, you know the kinds of things he would do to us."**

**"Just remember that! Now he said to guard and make sure no one spoils his 'fun' and that's what we're going to do and like it." Peter had heard enough and figured the others were in trouble and needed a rescue. But first...Spidey, Ariel, Peter with MJ, Peter had to make sure these clowns were 'tied-up' so they didn't ruin their surprise on this Joker character.**

**They stayed in the shadows as Spidey and Ariel activated their stealth mode in their suits but Peter follow them but he can see them in their stealth mode due to Spidey tell him about their suits a little and was amazed about the suits and from the ceiling they could get a better look and didn't like what they saw. Hanging over the opening of a processing machine were Batman, Batgirl and Nightwing. They saw the utility belts being worn by some girl in a weird clown outfit and some really pale green haired guy that seemed to love to laugh and Spidey and Ariel deactivates their stealth mode.**

**"Well Bats it's taken years but I've got you good this time around." Joker said with his ever-present smile. He walked over to a leaver. "When I pull this the processor with start up and one by one I'll drop you all into it. But you Bats will be last, I want to savor this moment and you're face seeing your little playmates get it first."**

**Everyone had heard enough and when Spidey, Ariel, Peter, Peter with MJ got to the right position they fired their webbing at the base of the lever. Joker went to pull on it them. "Let's get this party started shall we? Urg!" He tried to pull but it wouldn't give. "What's wrong with this thing?" He asked angrily. Then he looked down at the base. "What in the world is _that_?"**

**"Oh just a little something of ours." Spidey said from the darkness. They had to get the others down from there but they also had to take care of these clowns first.**

**"Who's there?" Joker demanded. "Come out and I promise to make your death nice and painful-I mean painless."**

**Spidey looks at everyone in the darkness and they smirk together at the Joker as they take turns to throw off of his a-game.**

**"Yeah right, we not as stupid as you look." Peter says in a smirk.**

**"Really jackey, well then forget it you little shit." Spidey says in a like of evil tone at the Joker.**

**"You think that? Well I heard that Joker uses rubber chicken as a bat for his lackeys." Ariel says with a smirk smile under her mask.**

**"He ain't the smartest person in the world but also knows how to talk a bad joke in the world." Sonic says.**

**"What was that?" He said angrily. "Why don't all of you come out here and say that to my face, and we can talk."**

**"What you mean 'we' pale face? And somehow 'talking' isn't what you had in mind." Spidey and Peter and everyone else had to keep this nut off balance while they circled around them. They were just glad their voiced echoed off all the metal and machinery in this place like a ghost haunted this place so they couldn't tell where they were. So far they had tied up a couple of the goons nearby without them noticing by webbing, frezeeing their mouths and then pulling them quickly into the more dark areas of the factory.**

**Now they were making their way to the girl from above. "Hey you look like a guy that likes jokes, since you look like a walking joke that it. Why are mimes funnier then the Joker?"**

**Spidey got out his whip and ready for the pick up and waits for Peter to finish the joke and ready to get her.**

**"Why?" He asked bitterly trying to find them in the darkness. He wished there were more lights but anymore might draw attention and most of them didn't work anyway. He picked up a gun from a table he had set up to watch the heroes from and probed the darkness.**

**"Because mimes don't talk." Spidey launchs his whip to snagged the girl's feet which it did and pulled her up fast. She managed a yell before Peter webbed her mouth.**

**Joker turned around fast and noticed that Harley was now gone. "Okay funs over!" He pointed the gun at Batman. "Come on out or the Bat gets it!" Peter swore he didn't have a good angle to web the gun and he got the feeling he wasn't bluffing but he tells Spider-Man (Spidey) to see you can whip out that gun out of his hand and Spidey nodded and Spidey looks at the gun in the Joker's hand and his eye of the sniper which was cover his eye by the mask but as you see inside his eye ball has a orange cross hair of an sniper scope and rises his arm and launching it to the gun as the whip grabs the gun out of the Joker's hand and Spidey launch the gun away from them into the darkness shocking the Joker as his hand used held the gun now gone into the darkness.**

**Peter unhooked Batgirl belt, and they jumped, flew down near the table as Altair held onto Odette, Sonic does the same with Chuck. "Alright laughing boy we right here." Joker turned to face this new threat of Spidey and his gang. So far they didn't seem the type to be found in Gotham and he had to admit they were a lot more chatty then any of the Bat's normal companions.**

**"Where's Harley?" Joker demanded. Spider-Men, Spider-Girl, Spider-Woman, Sonic, Big Chill, Black Ice, White Angel and White Swan pointed up and Joker looked up to see her hanging by the ceiling upside down. Altair and Sonic got off of Chuck and Odette's back and stand by Spidey and Peter. "Now that wasn't nice." Joker said with a grin and reached into his purple jacket. Everyone run away from Spidey and Batman shouted to watch out and Spidey felt his spider sense go off in the red zone as the Joker threw several razor shard playing cards at him but Spidey being the fastest whip in the wild western like as he quick draws his whip and held it in his hand.**

**Spidey bent back in inhuman agility as the cards sailed just over his chest and then he righted himself and launch his whip at the Joker and hits him in the chest as his clothes got whiplashed by Spidey: The Whip. "You know, it's guys like you that give clowns a bad name, I mean what happen? One kids party too many for you?" And everyone ran back by Spidey's sides.**

**"Listen, I do the jokes around here!" Joker said and threw several 'jawbreakers' on the ground. Spidey and Peter felt that old familiar feeling again and Odette grabs Altair and Chuck grabs Sonic and they flew up fast and Ben does the same and Spidey, Ariel, Peter, Peter with MJ jumped high up into the air as they exploded. Joker saw this and knew he was up against a couple of meta humans, since that was impossible for a men or women to do. He considered his options. Stay and flight against and unknown foe with who knows what kind of powers, or flee and fight another day?**

**He turned to take one last look over at Batman to see if he could finish this but was surprised to see him and the others gone. He looked down and saw he still had the belt and was wondering how he got out without it but decided the odds were not in his favor and turned to run...right into Batman's fist.**

**Joker was knock back onto the table as it shattered from him hitting it. "Was it something I said?" He said in a slightly dazed voice and laughed a few more times before falling into unconsciousness. Everyone fell down, flew down from the ceiling to see Batman and the others.**

**"Whoa...how did you guys do that?" He asked them.**

**Nightwing smiled. "We got a good teacher in escape artistry."**

**"You've guys have got to teach me that sometime." Peter said as Batman took back his belt from the Joker.**

**THIRTY MINUTES LATER**

**The police were rounding up the Joker and his gang. Joker was fuming the entire time grumbling something about bats, spiders, hedeghog, angels, swans and ice as he was placed in the armor police carrier, to send him back to jail.**

**Spidey and everyone else watched it all from a nearby rooftop. "Well this was a nice night." Peter turned to Batman. "Sorry about not staying put but we figured you guys had to be in trouble." Batman nodded and walked off. Peter was a little put off by his cold reaction and Spidey and his gang looked at Peter then at Batgirl and Nightwing. He flung his arms open and then gestured to Batman with them in an 'what the hell?' meaning.**

**Batgirl smiled. "Don't worry about it that's just his way. I think all of you might have actually impressed him a little."**

**Peter sighed. "Well...alright then. You know while all of us were out we might as well take around the city." Spidey and his gang and Peter looked in the distance and had to admit, it did have a dark and gothic quality to the place. "Uh...but could we have someone show us around. We don't want to get lost in this city."**

**"Sure thing." Batgirl said. "I've been looking forward to meeting all of you anyways." She had to admit she'd been curious as to Kara's new friends. She really seemed to like Peter as a friend with Spidey and his gang and when she talked about Peter she had gotten Barbara curious.**

**"Hey I might as well go too, I got nothing better planned anyway." Nightwing said. "What about you?" He asked Batman.**

**"I got some work to do...you 9 go on just bring them back the cave later." He said before firing his grappling hook and left but it got Altair curious and mental note to make a grappling hook like Bruce by magic.**

**"So..." They said to them. "Where to first?"**

**It was the old Oscorp building, the lab where it all started. How fitting this was where it would end. The place had been abandoned for six months since Oscorp had gone under that year. After he had seen his home and loved ones destroyed right in front of him he chased after Norman. Along the rooftops he chased him changing into his Spider-Man suit along the way.**

**Now in the ruined remains this was it, this was where it all would end tonight. This was the place where the spider was made that gave him his powers, this was the place where Norman turned himself into the goblin. Peter was thrown into a wall with extreme force.**

**They had been at it for a while now and he felt all the aches and pains, but he wasn't going to give up. Norman had crossed the line with him, he had nothing left to his life now and he was sick and tired of Norman Osborn in his life, and tonight either one or them or both of them wouldn't walk away from this fight. Either way was fine with him.**

**The Goblin grabbed him by the throat and slammed him into the wall. Peter stared into the green face of the Green Goblin. "I don't see why you still fight Parker. You fail them all, they're all dead now and now you'll join them. Face it...you're a failure and you bring nothing but death and pain to those around you! HAHAHAHAHAHA!"**

**Peter was struggling in his sleep and felt something grab his shoulders and started to shake him. "Peter wake up." Peter snapped his eyes open and saw a green face in front of him.**

**"YOU!" He cried out and lunched himself at his 'attacker' and tried to fight him off, his face contorted in rage but Peter was about to be rip off by two certain Ultimates hero and heroine as Spidey and Ariel heard the sound from not too far as they rush to help J'onn and they started to used their strength as they rip Peter off of J'onn.**

**"Peter it's me! It's J'onn!"**

**Peter blinked and slowly came more alert and realized what he had done. It was J'onn, and he was holding his wrists trying not to hurt Peter while Spidey and Ariel hold onto him by his arms. "Oh God...J'onn...I-I'm sorry I didn't..." Felt horrible and Spidey and Ariel let go Peter and relaxed himself as J'onn released him and Spidey, Ariel, Peter sat on his bed. "I'm so sorry, I didn't mean to, it's just that-"**

**J'onn raised his hand. "I understand." He looked at Peter as he hung his head in shame while Spidey and Ariel patted him on the shoulder. "You still having the nightmares." He stated. Peter nodded he couldn't say anything at the moment, the nightmare still fresh in his mind of that terrible night and then what he had just done.**

**"Give it time." J'onn told him Ariel went to sit by Spidey as J'onn sitting down next to the young man. "All wounds need time in order to heal."**

**"I don't think there are some wounds that never truly heal, even with time." Peter said sadly.**

**J'onn couldn't argue with that, the death of his family, his world, his people his culture was something he would never get over. "No...some don't. But it does get better in time at least."**

**Peter sighed, he remembered just how long it took for the pain of his uncle's death to ease off enough so it that it didn't hurt so much all the time. He barely even remembered how he was when his parents died, he just remembered being real sad a lot during that year. "Yeah it does. Still I'm sorry about that. Was there something you guys needed?"**

**"Yes, we were wondering if you and Spidey and his friends would join us for a meeting in a couple of hours. There are a few things we need to discuss." Peter got a little nervous feeling this was the moment they told them they had to go and find a place to live or something, kind of a time to leave the nest. J'onn could see the look on his face and smiled at him. "Don't worry I don't think this is what you're thinking it's going to be about."**

**"Okay then, well...we better get ready." J'onn left them as Peter got showered up and dressed. He managed to buy himself some new clothing and got on a new pair of jeans and a black T-Shirt, actually he had a few articles of black clothing, he wasn't aware of it at the time but he guessed some part of him was doing this as a way of morning his loved ones that he lost.**

**They decided to grab themselfs a quick breakfast and when they got to the main kitchen/dinning area they saw Hawkgirl poking at her meal and looking down. They had noticed how some of the League members had been a little...distant to her and when they asked Wally they got the whole story about how she had been working for her people gathering interlligence on Earth, and when they came instead of helping Earth they tried to conquer it. Although they also this was what caused to League to form at the beginning too, this time Hawkgirl's information was used against the League.**

**They grabbed a trey of cereal and toast and Peter sat down next to her, Spidey sat on the other side of the table, Ariel sat next to her hushand. "Penny for you thoughts?"**

**She looked up at them back at her meal. "It's not important."**

**Everyone took a few bites before Peter talking again. "Bull. Come on what's up? You and John didn't have a fight or anything did you?"**

**She actually cracked a smile at that. "I wish...I'm thinking of quitting the League before they vote me off." She saw Spidey, Peter, and Ariel's surprised expressions. "Do all of you know about the incident with my people?" Peter, Spidey, and Ariel nodded. "Well...even thought I was just doing my job I didn't think they would do what they did...I betrayed the trust in my friends...how can they ever trust me after that? Some of them like Batman may never trust me again I could try to save to world or them a hundred times and it might not be enough."**

**Peter thought about it for a moment. "Well...the answer is simple. If a hundred times doesn't work then try a hundred and one, if that still doesn't work then a hundred and two and you keep going until you finally do gain their trust back, it won't be easy but this is the best place for you to earn your own redemption if you will. We all make mistakes that we regret...I've made a few that still haunt me." Peter looked down as the memories of his uncle had died, and of agreeing to Dr. Conners' experiments with his blood created the Carnage creature that killed so many people including his friend Gwen.**

**"But we learn from those mistakes, and we have to become stronger for it or the weight of it will crush us. So we say you should stay here. This is were you can make the most difference and this is where you can start to earn their trust, their respect and their friendship again."**

**Hawkgirl just sat there in silence from Peter's words. It was strange hearing something like that come someone so young but then again he had thrown away his youth long ago for something more then his life and in that time she could he had grown as a person and had seen hard truths that many don't. And above it all...she was touched by his words. John had tried to convince her to stay and she was thankful for that, but maybe Peter was right. Maybe this was where she needed to be to earn back her personal honor. "Thank you Peter...I'll think on it."**

**After their breakfast and talk with Hawkgirl they walked around for a bit killing some time before Spidey call his gang and they went to the meeting room. The table was a newer one with a lot more chair although he didn't know why. Peter picked out ont next to Flash while Spidey sat next to Peter and his gang stands up behind Spidey as Thunder lands on Spidey's right shoulder as Peter, Spidey sat down they saw Diana walked in followed by Green Lantern.**

**Superman was the one who spoke up. "Since we're all here there are a few items to be addressed. First is about Peter and Spidey and his friends here." Peter shifted a little uncomfortably in the chair. But Peter felt something on his shoulder and notices Thunder on his right shoulder giving Peter a little courage and Peter grins in his mind for Thunder giving him a little courage. Everyone was looking at them strangely and got the feeling this was a topic they had talked about in great lengths. "Peter, Spidey since the two of you and Spidey's friends time being here since Peter gone through a very personal and tremendous ordeal. But through all of that all of you're also helped us out, by little things like helping us around the station and all of you even tangled with Metallo and the Joker so far, a couple of our deadliest enemies."**

**"We have all talked about this and we would like to give all of you a place in the League."**

**This stunned Peter. Everyone seeing him couldn't help but be amused by the look on his face, and it took a moment for Peter to looked at Spidey and Spidey looks at him and Spidey answers for Peter as Spidey gets up from his seat and puts his hands on the table and looks them sqaure in the eyes. "We accept!" Spidey tells them as he sat back down and the gang nodded at them and Peter nodded with Spidey and his gang.**

**Superman couldn't help the smile on his face, as did many of the others, Flash even patted Peter on the back. "Well we also decided to increase the ranks of the League so don't let it go to your heads. All of ya'll be a member but ya'll still relatively new and we've decided to make the more experienced members take charge of whatever missions or teams they will have."**

**Spidey and Peter and Spidey's gang nodded. "Sounds fair, so who else is going to join up?"**

**"Pretty much everybody." Flash told them. "We've all talked about it and we've opening the League to anyone that wants in. We could use all the help we can get and you know the old saying right? United we stand."**

**Batman was next to speak up. "Next...is about Hawkgirl." He turned to face her. "She betrayed us, for one I can't trust her, and I think we should vote on if she can stay or not."**

**"Now hold on!" John Steward shouted out and stood up, but Hawkgirl placed a hand on his arm in a silent way of saying this was okay with her. He looked at her and slowly sat down.**

**"Can we say something?" Spidey and Peter asked in usion. They knew that they should say something, anything in her defense, Peter wasn't sure how the others felt but they felt but they knew someone should speak up and since they didn't have any sword to grind they knew that wasn't bias on any of this.**

**"Alright what?" Batman asked them in that even tone of his.**

**"Look we don't got anything against her, we weren't here for when all that went down. But we do know her well enough to trust her. We knowed she screwed up, but she was a soldier following orders, We know that's not an excuse, just a reason. We know she wants to make up for what she did, but we know that she didn't have to help you guys when she did."**

**"So because of this she's basically in exlie now. She gave up her chance to go home to save this alien world. And yes she made mistakes, but then who here hasn't? Who here has done things that they regret?" Ariel looked around. She looked to Batman. "Brainiac once took you over isn't that right?" Chuck and Odette looked to Wonder Woman. "And weren't you force to steal certain objects to help your sisters who were turned to stone?" Wonder Woman remembered that, she was lucky that the museum had decided not to charge her for that theft.**

**Then Spidey, Sonic, Ben, Altair, Thunder, Peter with MJ, Peter looked to Superman. "We were told about how Darkseid took control of you. Can you say you don't regret what you did under his control?" Spidey, Peter, Ariel, 2nd Peter, Altair, Ben, Sonic MJ, Chuck, Odette were thankful that they had spent too much time looking over the old missions of the League and that Kara had told them about that incident with Superman. Superman looked like Spidey and Peter and Spidey's gang had just slapped him in the face.**

**"Look we sorry to bring it up...but sometimes things happen...sometimes we do things that we don't want to do, that we hate to do...things happen to us that we either can't control. But let us ask all of you this...were you given a second chance?" Spidey and Peter sat back in their chairs while the gang stand behind Spidey the mood of the room had changed.**

**It was Batman that broke the silence. "We need to talk about this...Spidey, Peter and everyone else, Hawkgirl could all of you wait outside." Both heroes nodded up and stood up, John touched her arm as she got up and she gave a sadden yet happy smile to him.**

**They exited the room and waited in the hall as the door closed. Everyone leaned against the wall facing each other while Hawkgirl faces them as Spidey and his gang and Peter faces her. "Peter...Spidey...thank you. For what you two said in there."**

**Spidey and Peter smiled and shrugged. "Hey we just did what felt right to us." Ariel got out her white and red hoodie from her backpack and puts it on as she fixes her collar of the hoodie, putting her arms through the slevees, zips it up, scooping her red hair into the hood and she pulls the hood over her head and she stares through the beak in the middle shadowing her eyes, face only showing her nose, red lips lower part of her face and this surprise Hawkgirl and Spidey looks at Hawkgirl's surprised face and he looks at Ariel has her hoodie on and Spidey told her this Ariel's hoodie but looks like Altair robes and she nodded. There was a moment of quiet and Peter couldn't stand it. "So...wanr to play twenty questions?" He asked her in good humor and despite herself she laughed.**

**It took over half and hour for them to be called in and she was thankful, Peter was a good friend but his way of keeping busy was getting annoying. When they sat down and Spidey does the same Superman addressed her with a serious expression on his face. "Well we've come to an agreement. You can stay, but there had to be a few rules." He glanced at Batman since he wouldn't budge on that point at all during the meeting so it was up to him.**

**He coldly looked over at Hawkgirl. "First thing your access will still be restricted, and I want the device you called your people with, also you're not to be on monitor duty alone and on any mission with the new league you'll be with at least one of the other members here."**

**She nodded it was acceptable to her. "That's reasonable. I just hope that I can earn back your trust and friendship one day." After that the meeting pretty much winded down and Spidey, Peter and Spidey's gang were going to leave when Batman called them over.**

**"Why did you two stick up for her?" He asked them.**

**Spidey and Peter just shrugged. "We felt it was the right thing to do. If she had planned all of what happened to actually go down like that then we wouldn't but we have to believe in others. We know it's not your way, but it is ours."**

**Batman nodded indicating that they accepted that. "Have you made any plans for the future?"**

**Peter sighed and learned against the wall. "I want to go back to New York...I think I've avoided it for long enough. Plus I know it's not my New York...but it's the closest thing I got to home here." He ran a hand through his hair. "Then me and my friends got to find a place to live, get myself a job, and hopefully get into NYU."**

**"You want to continue your studies?"**

**Peter nodded. "Yeah, back home I wanted to go into genetics...man it's going to be tough...I mean I barely made by as it was back home. Being Spider-Man, having a personal life, a girlfriend, school and work was tiring as hell...but I couldn't give anyone of them up."**

**Batman regarded Peter for a moment. But to the other Peter same thing. He knew that unlike the others he didn't have to worry about making a living, he just had to make sure his company was up and running, and as for a personal life, he considered that more of a burden that took away from his time as Batman. He also knew the two Peter were a bright boys and should have been in collage already with a mind like theirs.**

**He hated to see talent wasted away like that, plus there was something else he had planned as well. "I may have a proposition for all of you, are you interested?"**

**Everyone looked at Batman strangely not sure expect for Spidey he knew what Batman is talking about what it was but they he figured it might be interesting to follow up on. "Okay...what?" Batman led them to the teleporter and punched in some coordinates that Peter didn't know and when they arrived it was in a metallic room just huge enough for all of them to fit in.**

**"Wayne Enterprises is a global business and I have offices everywhere go I also have a places in quite a few major cities that I use not only when I'm there but also as a base of operations as Batman if I need them." He walked to a door and pushed a button and a door slid open. Everyone walked into quite a largest roomed as the penthouse looks really to fit a certain Autobot inside. They looked around it and was impressed by it, and then he noticed a window and saw a familiar skyline.**

**"We've in New York." Everyone nearly whispered.**

**Batman nodded. "Yes, you see Peter I see lot of myself when I was your age, but unlike me you still seem to want to be more then Spider-Man. And you're right, unlike me you don't have the resources to be Spider-Man to your fullest abilities at the moment so I want to help you out."**

**Peter looked away from the view and looked at Batman as he continued talking. "This place is one of the places where I stay when I'm in New York, but I'm not actually here, in fact I've never had to use this place and it just sits here collecting dusk. So my proposition is this. All of you look after this place for me, use it, as you will since I doubt I'll want to ever use it, and also I want to help you in your studies. If you want I can pay your fees but if you pass and become a doctor in genetices I would like for you to work for my company."**

**Peter's head was spinning. This place was great and the amount of money to get even a low rent apartment was a lot, he looked once since he and MJ had planned to move in together after graduation. Plus free university and all he had to do was work for him. "I want to stay in New York if I do finish." Peter said to him. In his research he found that New York didn't really seem to have anyone looking after it and felt this city would need someone like him.**

**Batman nodded. "That's acceptable there's already a Wayne Tech divison in this city."**

**Peter raised an eyebrow at that and narrowed his eyes. "Exactly how long have you been planning this?" Batman actually smiled a little but didn't answer him. He showed them around the place. This place has two bedrooms on the second level both going out onto a deck and both shared a bathroom, one was a larger one upstairs with the two bedrooms on the second level, there was another smaller one down stairs on the first level with the teleporter and a smaller bathroom with just a sink and shower.**

**There was a small workout area but Peter didn't really think he would be using that expect for Chuck he used it. That was another hidden room that Batman had planned on using for his detective work. It was a small lab with a film developing station. Peter smiled at that, since now he would have a place to make more web fluid and to keep his all his Spider-Man gear safe as well. 'Sure beats putting it all in a truck in the basement.' He thought to himself.**

**There was a living room that quite was large, contanining some furniture (a large L-shaped couch that could probably hold eight people along with three comfortable chairset) and a 46x50 inch plasma screen tv that was hooked into the wall. Sitting just below it was both an Xbox 360 and a Playstation 3, along with two controllers for each. There were some games there, however. On the far side was a pair of large France sliding glass doors to the outside patio.**

**Then there was the kitchen, which was to the left of the main room, which held a nice table that could seat six people, plus has the standard oven/stove, refrigerator, freezer, sink, counter-tops, and cabinets to hold all of the needed supplies. It was the near front door, which to the right of the living room was a hallway to the other penthouse rooms which has the other bedrooms number about 16 of them farther down the hallway led to a computer room, library, rec room (which contained a pool table, a mini-bar, three stools, and a small TV that was suspended from the wall), a bathroom, closet and in the living room the biggest room has a huge elevator can fit a certain Autobot inside of the penthouse, the floors were made out of wood but it indestrutible so it can't break down below of the apartment. Appearently there were few others but the decks had walls on the side so you couldn't see anyone coming or going from them, which he gussed was what Batman was looking for the most.**

**After the small tour everyone was still a little overwhelmed. "This is all great...but I feel like a freeloader already. If it's alright with you I'd like to get a job to pay for my own personal expenses. I still want to earn my keep you know."**

**Batman nodded and was glad he did, it showed that he was a responsible person. "So does that mean all of you accept my offer?" He was actually hoping so. He wasn't sure why but every time he heard about some young person with a hard luck story it was one of the few things that got past all his defenses. He guess it was because as a child Alfred had been there for him and in some way he wanted to pass that on.**

**He had done it with Dick and now with Tim, Peter had even more a tragic past then all of 'Bat-family', as he heard Barbara call it, so there was something in him that wanted to help Peter out. That was why he was training him and all of this. Deep down he knew how hard it was to live on after losing your family and he just wanted them to have an easier time then he had.**

**He also realized that Peter has new friends with him to aid him of anyone had gone on through so much and was his own man because of it but with them besides some of them are adults. Batman figured if anyone deserved a break in life Peter did at least.**

**Everyone looked over to Batman and smiled. "Yeah...we accept." Then they looked around. "So...when we can move?" Peter wasn't sure but when their backs was to Batman they swore he hear a small limited chuckle. 'Man...I bet Wally will want to through a part.' He thought looking at the size of the place then he figured maybe he would let him, it was a long time since he had enjoyed himself.**

**THAT NIGHT**

**Everyone had moved all their stuff, which still wasn't much, to their new place and were outside the deck in their costumes, Sonic without his clothes, Spider-Men, Spider-Girl, Spider-Woman without their mask, Ben in Big Chill, Altair with his webshooters, Chuck and Odette in their costumes. It looked so much like New York, the air, the sounds of the city. It felt almost like home.**

**He was also confident that he wouldn't get lost since he knew this city better then anything. They pulled on their masks and the spiders jumped off the building while Altair does the leap of faith as Thunder sings it song and Sonic hitchs a ride on Altair, Ben opens his wings and flys to the sky and Chuck, Odette takes flight to the skys with Ben and fired a web-line. They swung through the city and it was all coming back to him, the feeling of going over the busy night streets, the feel of the wind on their costumes. For a brief instant he felt like he was home again. They landed on a building across from what has supposed to be the Daily Bugle but it wasn't. There was a sign that said 'The New York Journal' thought. "Huh, guess it's this city's verison of a Newspaper building." Peter said to them. "I wonder if they're hiring? Although if there's a J.J. Jameson in there I'm walking out the damn door, and looking somewhere else, once in a lifetime is enough thank you very much."**

**They he swung, fly through the city until they found just what the doctor was looking for. Trouble, and this kind was of a few guys that busted open a shop window and loading things into their van. Everyone shook their heads, he'd seen a lot of crime and could tell these guys were just armatures. "Well time to introduce ourselfs."**

**One of the guys, wearing a baseball cap and sweatshirt was putting a TV into the side of the old beat-up van. "Come on Frankie hurry it up, the cops will be here soon."**

**"Rut-ro res wittle ried up at the roment." Came an unfamiliar voice sounded like Scooby-Doo voice and the other guy twisted around seeing Frankie stuck to the wall in giant webs, some of it over his mouth. There a sounds of thuds on the roof of the van when he looked up he saw a lot of people two in a red and blue costume with black lines all over it with a black spider on the chest, two were black, blue with red spiders symbols, crimson red with black lines all over it, with golden boots, gloves and midriff and a full face mask with two whites eyes pieces, a blue mothman, white robes with a blue hedgehog on his back, and both in black, white costumes.**

**"Boo." Everyone said to the guy looking up at them.**

**When the cops got the scene both of the patrol men got out of their car and weren't sure of what they saw. There was a van with merchandise from the store still in it, but the suspects weren't only still there they were tied up in webs.**

**The male officer looked at them and then to his female partner. "Do you have any idea what the hell is all this?"**

**She looked past him though at something behind him. "I think they might know." She said looking a little wide eyed and pointed. When he turned to look they saw some people jump off the side of a building and something came out of their arms and they were swinging away while others flys with them.**

**"What in God's name?" He asked backing away a little.**

**"Courtesy of your friendly neighorhood Spider-Men, Spider-Girl, Spider-Woman, Sonic The Hedgehog, Big Chill, The White Angel, Black Ice, and The White Swan." She suddenly said.**

**Her partner snappedd out of it and looked at her. "What did you say?" She held up a small card with the words printed on it in crimson blood red with a Assassin's symbol behind it. He looked at the card then to the guys in the webbing. "Do you have any idea how we've going to write up this report?"**

**"None what's so ever." She said shaking her head.**

**24 hours before the Justice League initiation...**

**The next day in New York City...**

**Inside "Jack's Smoothie Bar" in NYC, a pretty girl with blond hair and sky blues eyes sighed as she ignored her vibrating phone that was sitting on the table. She could feel her heahache building up, and it wasn't from the strawberry smoothie she was currently drinking.**

**"He still won't leave you alone, huh?"**

**The blond girl looked over at her best friend, Cissie King-Jones, who had a sympathetic look on her face.**

**"No," Cassie Sandsmark replied as she rubbed her temples. "He just can't take the hint."**

**Cassie had broken up with her previous boyfriend, Zachary Matthews, a week ago, but the high-school football player apparently couldn't understand the concept of break-ups. He had been texting and calling her repeatedly for hours on end every day since they split.**

**"You'd think Stephanie Brooks would be all over him, the tramp," Cissie added with a hint of bitterness. Stephaine Brooks was the Captain of the cheerleaders, and a total, well, bitch.**

**"She probably has. But you know now oblivious Zach can be," Cassie responded, sipping more of her smoothie and attempting to block out any memory of Zachary Matthews. After she finished her sip and looked at her friend once more, she saw Cissie's eyes widen as they turned to the door, and a small smile broke out on her face.**

**"Serious cutie at twelve o' clock," the fun-loving girl told her friend. Cassie raised an eyebrow and turned to see what Cissie was talking about. Her eyes widened at the sight. A boy around her age with brown hair and a jacket that matched the emerald of his eyes had just walked through the door with two others with him one was a boy who is the same height of his friend wearing a DX army baseball cap on his head hidden his dark brown hair, brown eyes looks like a little kid eyes, black tank top with a big red spider symbol that stretchs down to the top, a backpack on his back, a black hoodie jacket wrap around his waist hiding his whip, two pair of black red wings biker gloves fingerless, faint light blue jeans, black and white Puma shoes with him on his arm linked to hers was a beautiful red head her hair stretches down to her butt her front of her hair looks like a cap, blue sea eyes, red lips shorter then her boyfriend but actually her hushand, wears a light blue big bow on the back of her head, white puffed long sleveed blouse with black front goes to the waist looks like wrap around the stomach and her bust area, light blue skinny hugs her legs pants to the ankles, black flats shoes on her feet with them. And the boy with the green emerald jacket was he a looker.**

**Cassie turned, only to Cissie break into a giant grin. "No," came the preemptive answer.**

**"Oh, come on, Cassie," Cissie insister gleefully. "He's cute, you're gorgeous, and you need a new boyfriend. All the pieces fit."**

**"How do you know he isn't already taken?" Cassie shot back.**

**"Because he's doesn't an arm linked to his arm and I don't see any girl with him expect for her and her boyfriend."**

**Cassie had no response to that. It was a valid point, in high-schooler logic. She was almost out of high school, however, and preaparing to go to college.**

**"Now, Cassie Sandsmark, as your best friend and chief advisor, I order you to go over there and-" Cissie began, her face lighting up in that all-too-familiar grin, before her look of mischievious glee became a look of surprise, then horror.**

**"He's here."**

**Cassie didn't need to ask who her friend was talking about. Turning around, she saw the tall form and sandy-blond hair of Zachary Matthews, followed by his usual goonies Scott Hatchel and Jason Gray. Zach brushed right past the cutie in the green jacket with his in the black tank top and the red head and made a beeline straight for her, having spotted her instantaneously. Cassie groaned inwardly, hoping against hope that Zach didn't make a scene.**

**Her prayers went unanswered.**

**"I've been trying to get a hold of you, Cassie," he snapped rather loudly as he reached her table, crossing his arms over his chest with Jason and Scott on either side of him.**

**"Maybe you don't get it Zach. We. Are._Through_," Cassie snarled in that angerous way she had. Unfortunately, Zach still didn't get the picture, and continued his tirade, attracting the attention of the entire smoothie bar.**

**"Why are we through? You made that decision, not me."**

**"Yeah, and _I _made it 'cause _you're _a total jackass, hence the break-up. Now hit the road."**

**"Cass, I'm not leaving until you talk to me," Zach insisted angrily.**

**"Then _I'll _leave instead," came the stubborn response as the blond stood up and walked toward the door, Cissie right behind her, who flipped Zach a rude hand gesture as she passed by him.**

**Cassie attempted to hide her face as she walked by the cute boy in the green jacket, the DX army cap boy, and the red head. As she and Cissie walked out the door, all eyes on them, they didn't see Zach follow them.**

**However, the boy in the green jacket, the DX cap wearer, and the red head did.**

**XXXXXXXXXX**

**Ben Tennyson, Spidey, and Ariel had spent the last twenty-four hours fighting crime with Peter, 2nd Peter with MJ, Odette, Altair, Sonic, Chuck yesterday last night, setting up their new home (in the penthouse baby!), and exploring their new base of operations (as Spidey had called it), New York City the city never sleeps.**

**They had already found the standard places, namely restaurants, clothes stores, a movie theater, an arcade, schools, and banks (the final one in case of robberies). Ben had to admit, it was a nice city with Spidey and Ariel. They could tell that things would get interesting there.**

**His thought had drifted off to Juile, his girlfriend who was now dead in Ben's world. Ben, Gwen, and Kevin had came to Spidey's dimension to be in the Spidey's new team he putting together before he disappeared into the sea about 3 days ago in his world. Wondering what it would have been like if she was still there...**

**Ben had found himself thinking more and more about her, from simple thoughts like how she could have enjoyed the beach, to a few borderline-crazy thoughts, like if Alien X could restore her to life. He knew he had to move on, but how does one move on after seeing everyone he know and love die right in front of him. Ben also felt extremely tried, as he had experienced another nightmare his first time sleeping in the new penthouse. What a horrible way to break in a new place.**

**The teen had been pulled out of his depressed inner debate when he recalled Spidey's advice night last with Ariel giving him a lullbady from her mother's song to help him to sleep. '_Remember the good times you had with your loved one, and cherish it with her. The happy memories will always outweigh the sad.'_**

**Deciding that if even hearing about J'onn and Clark could get past their entire being wiped out and Spidey's family wiped out since he was little (after years of healing, of course), Ben could try to make a new life with being Spidey's friends include his cousin Gwen and his best friend Kevin along with the other ones with him as their leader of the Roadburners v2 but not to forget Ariel is the co-leader of the RB v2 he was friends with her and everyone else. And they already had new friends, each with superpowers of their own include Spidey's gang. They would be able to take care of themselves, at least if you mess with Spidey and you really dead now.**

**Turning a corner, they saw a small crowd gathering around a nearby pawn shop window, every person there starting with wide-eyed awe. Spidey, Ben, and Ariel looked to see what they were looking at, and smiled with pride at what they saw.**

**There was a pretty reporter whose name they forgot, who was speaking into the microphone while a black and blue blur with several people with him, red and blue with black webbing lines over their costumes, same theme in the costume red, gold colors, black, blue and red with web capes, blue blur running, man in white robes, black clothes, white clothes with their capes on their backs behind her blasted and back and forth with the two blurs while the others, carrying people out of the bank that had been taken hostage the previous day, which they had foiled by Spider-Men, Spider-Girl, Spider-Woman, Sonic The Hedgehog, White Angel, XRL8, Black Ice, and White Swan.**

**They finally stopped after dropping off the last of the criminals (there had been 20 of them, to be exact), revealing the team of the two blurs, spiders, Assassin, Superman and Superwoman like figures standing over the unconscious goons. The woman immediately rushed forward, shoving her microphone toward them with the velociraptor, hedgehog, assassin, the two in the capes, the five spiders. Looking back, Ben, Spidey, and Ariel wondered why she would get so close to them that was that dangerous with a creature with them? Was it bravery or stupidity? Either way, the woman attempted to give them a quick interiew.**

**"Excuse me, who are you, and what are your intentions?" she asked in an excited voice. Spidey, Ariel, and Ben smirked to themselfs as they already knew the answer.**

**"Who are we?" Everyone asked as XRL8's metal panel flew up, revealing his face. "We are the Avengers of New York City v2, spelled A-V-E-N-G-E-R-S v2, and this is a message to all criminals out there: Mess with our city, you mess with us." With this last statement, everyone put their face right in front of the camera and XRL8 face-panel to close once more, zooming, jumping, flying to stand on top of a nearby police car.**

**Everyone in the Avengers v2 rasied their hands into the air and yelled all in together "Who's your heroes?" Before jumping, flight into the air and fired a web-lines, Chuck and Odette take flight into the skys, XRL8, Sonic kicking themself off of the car and leaving in a blurs. The woman turned back to the camera, smiling.**

**"You heard it here first, New York. It appears that we have protectors watching over us now. Whether or not they are here to stay is to be seen."**

**Spidey, Ben, and Ariel felt a sense of joy at not Ben even not being prejudiced against by reporters in this universe with them. Things seemed to be looking up, one thing at a time.**

**Deciding that they're walk around a little more before heading home, they turned another block before Ben feeling his jaw drop. In front of them was a small building, colored white with hints of light neon blue, with the sign "Jack's Smoothie Bar" hanging over the door.**

**Spidey tells him the drinks are you me as patting himself on the back of his pocket and grabbing out his Fantastic Four wallet with Sue, Johnny, Reed, and Ben or the thing on it and tells them he grab a few bucks before leaving the penthouse and Spidey puts up his wallet in his pocket, they entered the smoothie bar, unknown to them that two cars, one bike show up in front of the bar, one was the familiar bike with Spidey's 3 bro Ryder, the black stripes car with their colors were yellow and green it was Bumblebee with Eva, the green car holds Kevin and Gwen as they step off, out of their rides and waits for them to come out. As they stood in line out of the corner of Ben's eye, he saw a beautiful girl with shoulder-length blond hair sitting in nearby booth, and the 16-year-old put every ounce of strength into not staring at the extremely attrative female sitting on the other side of the bar but it not went unnoticed by Spidey and Ariel as they looked at Ben for a second before turning back to the line.**

**Then came the three angry football players, the loud exchange of words, and the fight.**

**XXXXXXXXXX**

**Cassie headed for Cissie's car, her friend close behind her, both of them resisting the urge to slap Zach in his damn face. The urge flared up even more when Cassie felt a tug on her arm, turning to find Zach grabbing her and holding her still while Scott and Jason held Cissie still.**

**"I tried to be nice, and you walked away. So listen here, _bitch. _We are not through. You are going to climb into my truck, or else-"**

**"Or else what?" Cassie broke up with Zach because he struck her, blacking her eye. Knowing that no boyfriend was worth physical abuse, she had proceeded to dump him, leading up to this moment. "Well then then _come on_! Do it! Right here in front of everyone!"**

**The angry ex-boyfriend too the bait and cocked his fist back. In the windows of the smoothie bar, people watched, some pulling out their phones, either calling 911 or recording this for Youtube.**

**Zach threw the punch, Cassie closing her eyes and steeling herself for the blow.**

**It never came.**

**The blond 15-year-old crackled open one eye to see what happened. Then both of her eyes widened in shock.**

**The boy in the green jacket, the 'serious cutie', as Cissie had described him along with the brown eyed boy, red head with blue sea eyes, had grabbed Zach's thrown right fist in their left hands one on the wirst, the other other side of his wirst, their backs facing Zach. His green eyes, which Cassie found amazingly attractive, were loaded with fury in their eyes also. How'd they even get over there so fast?**

**"What the fuck is wrong with you little shit strain?" the boy with the brown eyes along with them asked in a deadly tone as they whirled around and Ben planted his left foot in Zach's stomach while Ariel planted him with a right hook to his face and Spidey slap him in the face and stomping his leg into the ground and hitting him in the chin with a SWEET CHIN MUSIC, knocking him on his back.**

**"Get them!" the football captain barked at his cronies, who immediately released Cissie and charged forward but Ariel and Ben pulled Cassie back away from Spidey far away to the left and Spidey smiles wickly as quick draws his whip in his hand under his jacket and drop the whip to the ground holding onto the handle and as they charged at Spidey he rises the whip into the air and striking them as they feel the pain of the whip.**

**Spidey strikes the whip with King Cobra like speed as he threw his whip into Jason's back while planting the whip into Scott's cheek, stunning them both and bleeding them from the back to the cheek and Spidey puts back his whip under the jacket and runs to Ben and tags him to the fight and Spidey had taking care of his cronies or his shit crew as Spidey called them.**

**Zach jumped back up and lunged toward the boy, who threw a roundhouse kick to Zach's left cheek, knocking him on his side and scraping the side of his arm on the sidewalk.**

**Cassie watched all of this in stunned silence, staring as this green-eyed boy continued to kick the crap out of Zach and his two lackies. After about five minutes of a one-sided fight (they didn't even manage to get dirt on the mystery boy's _jacket_, let alone touch him), the fight stopped when Zach finally realized he couldn't win, retreating with Scott and Jason to his truck, which they immediately clambered into as Spidey kicked them in the rear before the football captain gunned the engine and left the smoothie bar.**

**Inside the building, the customers, and even the _owner, _began clapping and cheering for this, for lack of a better term, heroes.**

**Cassie, meanwhile, was still staring in shock, believeing that her eyes were deceiving her. Did she just see the three biggest players on the football team get their asses kicked by two guys and one girl?**

**Cissie was in the same state, though she recovered faster and looked right into Cassie's eyes. _Thank him, for God's sake! _Cissie mouthed to her best friend, pointing at the brown-haired boy, whose full attention was directly on Cassie, his eyes now filled with concern. He approached her, stopping a few feet away as Spidey and Ariel pick her up on her feet and pushed her foward to him.**

**"Are you alright?" he asked.**

**The blond girl felt her senses come back, followed by her manners. "Uh, yeah." Then she lost control of her body, flinging herself forward and wrapping her arms around the stunned boy's neck. "Thank you so much!" she said into his ear, squeezing tightly. Spidey and Ariel smiles at them as Ryder, Eva, Gwen, and Kevin stand them and Spidey looks behind him and waves at them and they wave back to him. She felt herself blushing once she noticed how hard his body felt against hers, just as the boy blushed when he felt her soft body against his.**

**Cassie released him and took a step back, attempting to regain her ability to speak. However, neither one seemed able to do it, so Cissie stepped in, bounding foward in that peppy way she had.**

**"Hi! I'm Cissie King-Jones, and this is my best friend, Cassie Sandsmark!" she said joyfully as she wrapped her arm around Cassie's shoulder, providing cover for her friend.**

**"I'm Ben Tennyson and these my friends Spidey and Ariel, Kevin, Ryder, and Eva my cousin Gwen Tennyson." the boy responded, outstretching his hand. Cassie and Cissie shook it shook it without hesitation. It took a few seconds for the ten to realize that they were still being watched by the patrons of the smoothie bar.**

**Cissie rolled her eyes and nudged Cassie in the shoulder. If there was one thing Cissie knew about her friend, it's that she was very direct. All she needed was a little push.**

**After Cissie slipped a marker into her hand, Cassie grabbed Ben's left wrist and lifted it up, pulling back the sleeve of the jacket and pausing once she saw the strange watch-device strapped to his wrist.**

**"It's a watch my grandpa built for me. He was always into high-tech stuff," Ben said, responding to the girls' confused looks.**

**"Where's the time?" Cissie asked.**

**"It broke three days ago. I'm just wearing it out of sentimentality now," Ben admitted.**

**Cassis understood that. Her father died before she was born, and she kept a special necklace that was left behind by him, wearing it only on special occasions.**

**"I'm sorry," both girls said at the same time.**

**"He had a good time. Couldn't cook worth crap though," Ben said, shrugging. The girls grinned at that. Going back to her original plan, Cassie grabbed Ben's left wrist and wrote down her number.**

**"Call me when you want to get together," Cassie said. Then, before she could stop herself, she leaned forward and kissed him on the cheek, blushing furiously when she leaned back. Wolf-whistles emanated from the smoothie bar.**

**"Catch you later, Ben," Cissie said, winking at the boy as she dragged her friend back to her car. Ben stood there wide-eyed as he liftede his hand to his cheek, unbelieving.**

**How do things keep looking up like this?**

**he thought to himself as he saw the two blond girls leave in their car. Deciding that he'd come back to the smoothie bar on a later date, Ben hopped into the back seat of the car while Spidey and Ariel run to the alley and got in their costumes as they web swinging to the penthouse, Eva got back into Bumblebee, Ryder hop on his bike and they drive on as they follow Spidey and Ariel.**

**About 20 minutes later they arrived to the penthouse Spidey and Ariel head up to the top floor, Kevin and Gwen, Eva, Ryder parks their rides in the parking lot next to the penthouse and they get into the elevator and they go up to the penthouse and they arrived to the penthouse and Spidey and Ariel shut down their spider suits and Ben asked Spidey if any rooms for them and Spidey nodded and they gestures them to take the other rooms and they rest for the night.**

**Spidey sneaks into Ben's room as he was asleep and Spidey sees that number on his left wrist wrote it down on paper on the desk beside him and they get ready for the Justice League Initiation of the new heroes.**

**Spidey and his gang couldn't help but allow a small smile onto their faces as they looked down at all the heroes assembled in the Watchtower. The big day had arrived. The League had opened its doors to most, if not all, of the world's superheroes. They were currently busy socializing in the large, open section that held the teleporters, while Spidey and the gang expect for Peter Parker were standing one of the platforms high above the others. They saw all kinds of strange heroes (though they honestly wasn't one to judge), including a giant man wearing a full face-covering mask, a man with all kinds of colors on his arms, legs, and head, a red robot with a 'T' on its chest, a cowboy, and the two heroines, Fire and Ice, from the whole bank robbery incident from about 3 weeks ago in Superman's city on Earth.**

**Naturally, Spidey and his gang couldn't show their true selfs to all of these unknown heroes, so Spidey, Ariel, Peter, MJ in their Spider-costumes, Sonic in his true self, Altair in his Assassin's robes, Ryder in his black clothes which were the black skull cap bandana covering his brown hair style of Randy Orton, black Nemsise sunglasses covering his brown eyes like Spidey's eyes, black leather spiked shoulders biker jacket with black shirt under it, two pair of gloved spiked gaunlets, black leather flexed pants with black combat boots around his chest is his chain whip, on the waist were his revolvers color sliver with black handles, 38x30 shotgun lever action with his rifle on his back holsters left side of the shotgun and the right side rifle he known as by his hero name Ghost Rider, Eva in a black full body suit, black skull cap mask, steel boots, she is known as Black Snake her powers are Captain America's supersolider power with her unlimited bulleted type 17 pistol, her body is not bunk up by it but she can strike like a snake with her CQC style, Ben to keep his secret identity he has on a green Ezio hood on him shadowing his eyes, Gwen has on a black with purple-pink lining on it body suit, pink gloves, mask looks like a butterfly with two ribbons on the sides, pink belt around her waist known as Lucky Girl, Kevin in a black stone form coated on his skin and his clothes named by hero name Blade, Chuck and Odette in their costumes and the newest member of Spidey's gang was a certain 15-year old girl with shoulder length blond hair, sky-blues eyes she wore a black one-piece suit with no sleeves and a plunging V neckline with yellow stars traveling up the sides. She had on black boots, a pair of yellow star earrings and similar silver bracelets like Diana's and wore a yellow belt with a similar yellow lasso on her hip she got that from the White Angel or Altair she was Ben's newest girlfriend Cassie Sandmarks or Wonder Girl the 2nd has similar powers of Diana. However, Chuck and Odette hadn't anticipated their enhanced hearing, so they had wound up overhearing a few things here and there before regaining control of their super-ears. They hadn't heard anything private, but the sudden rush of noise had caused them to jump in surprise at first expect for Spidey and his gang.**

**"What makes ya'll so happy?" came a voice from the side. Spidey and the gang turned to see Flash standing there with that infamous smirk on his face, the one that meant something comically bad was about to happen to someone.**

**"Spidey who are they?" Flash asked in a curious tone. "Flash meet my 2nd bro Ghost Rider, his sister Black Snake, my friends Lucky Girl, and Blade, and the last one is Wonder Girl the 2nd." Spidey introduces Flash to the other members and the newest member of the Roadburners v2. "It's just a little hard to believe. Back home, there was Juile, Cooper, the Plumbers, and us. Not that many superheroes overall. Now we're looking down and seeing dozens of them in one place," Ben explanined.**

**"I hear that," the speedster replied, walking over to look down at the many heroes down below. "The weirdest part is that all of you got more way experience that than most of them, and some of you are probably the youngest here."**

**"Another fun fact to add to my collection," Ben replied sardonically. Flash kept grinning.**

**Looking over, the 15 saw another flash from the teleporter, revealing two standing there alongside Diana. They looked like high school students, one being African-American with a jacket and goggles, while the other was white with a face visor and a green outfit.**

**"Whoops. Scratch that last fun fact," Flash said, clapping Ben on the back. "That's Static and Gear. They're still sixteen, so they got some of you beat.**

**"Didn't know the League was taking in teenagers," Ben 10 muttered while everyone else nodded.**

**"Technically, we're not. But they've helped us before, so they're potential recruits right now. Couple more years of practice, they'll do great," Flash responded.**

**Everyone else looked around, noticing that someone was missing.**

**"Where's John?" Spidey whispered to the speedster.**

**"Trying to bring in one of our more stubborn heroes," Flash told him. Then his eyes widened as he remembered something.**

**"By the way, did the three of you know ya'll an interent celebritys now?"**

**Spidey, Ariel, and Ben's heads whipped around so fast that their neck cricked. "What?"**

**Wally grinned again. "Once this is all over, go home and look up 'Smoothie Bar Beatdown' on Youtube. Ya'll look good on camera."**

**Before the wielders of the Ultimatrixs and the Omnitrix could respond, their speedy friend zoomed away, leaving them standing alone on the platform once again. At least they knew why Flash had put on his happy-go-lucky mischief smile earlier.**

**'Internet celebrity? Great, just freakin' great,'**

**he thought, facepalming himself. _Way to be subtle, Tennyson._**

**Before they could criticize Ben any further, they spotted someone they hadn't seen in a while. A blond girl wearing a white shirt Superman's shield on her chest, with a blue miniskirt and red boots, who appeared to be looking for someone.**

**Spidey and the gang smirked as they jumped, stepped on Gwen's pink platforms like stairs, floated into the air with Superman's flying abilities, landing right behind their friend from Kansas.**

**"That's a good look for you again," he said, causing Kara to jump and whip around. She raised an eyebrow in confusion when she saw some of the new people in Spidey's group, but her eyes widened once she saw Ben's cousin for the first time and not to mention one of Spidey's brothers were with them.**

**"Spidey?" she asked quietly, so as to keep his identity secret.**

**"The one and only," he responded, grinning under his mask.**

**"Who are they?" Kara asked as she looked at Spidey's gang.**

**"Well, long story short, they came about yesterday and so..." Ben trailed off, spreading his arms in the classic 'ta-da' motion.**

**"So right now, they're with you?"**

**"Bingo."**

**Kara's jaw dropped.**

**"Believe me, I wasn't as surprised as you are. But, the more the merrier in the gang."**

**The blond in front of them snapped out of her reverie before smirking.**

**"Spidey wanna arm-wrestling back home on Earth?"**

**"You're on." Spidey challenged. grinning.**

**Before Kara could retort, Clark's voice rose up above the rest, drawing everyone's attention to the Man of Steel, who was standing on a platform with a holographic globe floating behind him. What purpose it served, Spidey and the gang knew (was that even there while he had been staying at the Watchtower?), but it looked symbolic. Had to give the Boy Scout points for dramatic effect.**

**The heroes all assembled in front of the platform, with Kara throwing Ben a quick smile while working into the crowd. Spidey and the gang stayed at the back, folding their arms over their chest as they waited for Superman to speak. Out of the corner of their eyes, Spider-Men, Spider-Girl, Spider-Woman, Ben 10, Sonic, White Angel, Ghost Rider, Black Ice, White Swan, Lucky Girl, Blade, and Black Snake, Wonder Girl 2nd spotted what looked like a green version of Robin Hood, who was also at the back of the large group of heroes. Judging by the scowl on his face, everyone automatically deduced that was the 'stubborn recruit' Flash had mentioned. The teens, hedgehog, adults then looked back toward the front, and to their surprise, they saw Clark's eyes directly on them. Spidey and the entire gang nodded toward the Man of Steel, silently telling him that they are ready for duty.**

**Superman then spoke, loud enough for all to hear.**

**"Each of you brings something different to the table," he began. "Strength, speed, stealth, whatever."**

**Spidey and everyone smirked to themselfs. '_I can do all three of those,' _they thought jokingly.**

**"But we're all equal in at least one way: Each of us is willing to make the sacrifices a hero needs to make. Even the ultimate one."**

**Ben 10 visibly twicthed as he heard this. '_I've already paid that price_,' he somberly thought, all joking gone from Ben's mind. They knew at least seven people assembled in this room that were no doubt thinking about what Ben himself had lost during his responsibilites as a hero with Spidey and the gang.**

**"Since there are so many of us, we have a chance to do more than just put out fires, both literal and figurative. We can be proactive. We can do some real good in the the world. But, we're gonna have to be _organized."_**

**The Man of Steel pointed his index finger up toward the platform everyone had been standing on earlier, where a familiar green-skinned figure stood.**

**"J'onn will be up here, keeping an eye on everything and deciding who goes where and when. I know a lot of you are used to making those decisions for yourself, but from now on, we have to be more coordinated. We can't be cowboys anymore." Then the Boy Scout blinked before smiling sheepishly. "Or cow_girls."_**

**A few laughs here and there. including Spidey and the gang. Chuck and Odette with everyone else then paused as their enhanced hearing kicked up again, catching a conversation nearby.**

**"-don't belong up here, fighting monsters and aliens and supervillains. I just help the little guy."**

**Spidey and the gang their heads towards the voice, and spotted Batman talking to the green Robin Hood guy. Appearently they forget to invite Little John to the get-together.**

**"In a club like this, you tend to forget all about him," the archer snapped.**

**Everyone raised an eyebrow, feeling a strong urge to protest, but decided to leave it to Batman. If there was anyone who could make a person reconsider their thoughts, it was the dark knight himself.**

**After hearing the green-themed hero reject the League's offer, Chuck and Odette with Spidey heard Bruce say "Those monsters you don't fight? They tend to step on little guys."**

**'Score one for the billionaire,'**

**Ben thought, holding back a smirk of victory.**

**Soon after Clark finished his speech, the Avengers (Spidey nickname the gang), decided to chat it up with a few heroes. If they were going to be working with these other people, they're need to know who to watch out for.**

**The giant guy, Atom Smasher, didn't seem the friendly sort, but everyone else were glad to have him on the League's side. They talked a little with Static and Gear, the teenage heroes, and automatically liked them. They had friends like that and reminded them a little of themselves at that age, thought it wasn't truly that long ago. They even met up with Fire and Ice again, both of them thanking them profusely for helping them get into the League, thought they insisted that their own hard work got them this far.**

**Spidey and the gang began speaking to Kara once again, while Green Lantern spoke with J'onn.**

**The two League founders were discussing a strange nuclear energy moving in a straight line through a small Asian country.**

**"Take Captain Atom. he might be able to absorb some of the radiation," J'onn suggested, indicating a man who appeared to be wearing a silver radication suit.**

**"Okay, but I could use some muscle for crowd control," GL explained.**

**"Take Supergirl."**

**John fixed his martian friend with a stare.**

**"She has to start sometime," J'onn said.**

**GL sighed and rubbed his temples. "Fine, but I'm taking Ben, Altair, Ryder, Spidey, Ariel, and Sonic, Cassie too. They could be of help, plus it'll be good for them."**

**The Martian Manhunter nodded in agreement. "Use a Javelin. The radiation is scrambling the teleporters."**

**John waved a hand in confirmation and cleared his throat.**

**"Captain Atom! Kara! Ben 10! Spidey! Ariel! Altair! Ryder! Sonic! Wonder Girl!"**

**All seven heroes looked up to the source of the voice. John waved them up.**

**"Bout time," Kara said, smirking. Spidey told his gang they be right back with this mission and they nodded. She flew up towards GL, Spidey with Ben on his back, Ariel with Ryder on her back, Sonic, Altair, and Wonder Girl jumped right behind her, and a third man in a silver suit joined them.**

**"Ben 10?" Kara whispered, a smirk appearing on her face. Ben grinned sheepishly as he got off of Spidey's back. "What? It's a cool superhero name." The Supergirl didn't object, nor did she have the chance to, since Green Lantern began briefing them on their mission to a foregin country.**

**Once they reached the Javelin bay, the scowling acrher from eariler ran up to the group, speaking to GL. "You're not gonna leave me up here on Mount Olympus!" he protested. Spidey and Ben bit back a snort at the nickname for the Watchtower.**

**"Go back the way you came," was the former Marine's simple reply.**

**"No way! No one's playing pinball with my molecules again!"**

**The archer simply nodded. Not like he had any other choice.**

**With a Javelin already waiting for them, thanks to the new crew for the Watchtower, the group wasted no time in climbing aboard, with Green Lantern and Captain Atom taking the pilot seats.**

**"You're gonna let me drive, right?" Kara asked hopefully. Spidey and the gang and the archer shared a look, both trying to keep their laughs buried.**

**"Whoa, hold on a minute! Is she certified to fly a Javelin? Or _anything_, for that matter?" Captain Atom asked.**

**Supergirl frowned at the silver man as she took her behind John. "Why don't you take the stick out, Corporal?"**

**Spidey, Ariel, Ben, Sonic, Altair, Ryder, and Cassie burst out laughing, the man with the bow and arrows doing the same.**

**"That's _Captain,_" came the snappish reply.**

**Kara stuck her tongue out at him.**

**They as take their seats they remembered something. They never caught the man with the bow and arrows.**

**"By the way, we never caught your name," everyone said.**

**"Name's Green Arrow," came the simple reply.**

**Spidey and the gang nodded as they get up from their seats and left the cockpit, Ben slapping the Ultimatrix once he was far enough away from the door. Human without the hood Ben Tennyson sighed in relief and took a seat in the med bay of the Javelin with Spidey and the gang as Spidey has Thunder on his forearm and patted it on the head softly.**

**"Welcome to the League, everyone," Spidey muttered to them, smiling the whole time.**

**XXXXXXXXXX**

**After about twenty minutes or so, the Javelin landed with a small thud on the ground. After Ben told his girlfriend the history of Spidey and his gang stood up from their seated positions and activated the Ultimatrix. Twenty minustes didn't give the device a full recharge, but it was better than nothing. The teen slammed his hand down new form he wanted to try out was Krypto-Knight's hologram.**

**"BENWOLF!"**  
**Ben blinked in surprise as he looked down at himself. Claws, fur, paws. Most definitely _not _Krypto-Knight.**

**"Oh, man, this is the worst time ever to unlock an old alien!" the werewolf-like transformation groaned. "Ah, well, this'll be great for pranks," Ben muttered, attempting to look on the bright side of things. It didn't really work.**

**Shrugging to himself, Spidey and the gang stepped outside the med-bay and saw the four other heroes walking down the ramp toward solid ground. Hoping the two new guys wouldn't do anything rash, like attack him but with Spidey and the gang gather around him with Spidey in front and Thunder on Spidey's shoulder, Benwolf exited the Javelin with them, his padded foot not even making a sound on the metal. While Kara, John, and the Captain were standing a few feet away, Green Arrow was standing at the edge of the ramp, arms folded across his chest. When Spidey and the gang stopped next to him, the emerald archer jumped in surprise.**

**"Uh, why is there a werewolf standing in front of me?" Green Arrow asked loudly, attracting the attention of the other three heroes.**

**"Good question," John responded, raising an eyebrow in Ben's direction, both he and Supergirl looking confused.**

**"The stupid watch decided to give me a new form at the worst possible time," Benwolf explained, sounding annoyed. However, he was busy staring at Captain Atom, who remained totally emotionless, even while looking at an alien werewolf. '_Is he a robot or something?_' Ben thought to himself. The teen's inner monologue were interrupted once he finally saw the view behind the others.**

**"Let us guess: Nuclear problems?" Spidey and Benwolf asked as they walked forward, looking at the scorched terrain in shock. Green Lantern had forgotten to mention that little detail.**

**"As far as we know," John repliced, glancing around. "We'll start off doing recon. If you see anything, do _not _engage. Are we clear?" the former Marine ordered, looking directly at Kara, as if he expected her to run out firing her heat vision spontaneously.**

**"Roger that," the Captain said, standing up straight and saluting. The others stared at him.**

**"Uh, you can just say 'okay'," John suggested.**

**The silver man shrugged and said "Okay," before walking away. Spidey leaned over to whisper in Kara's ear. "I don't think the stick's removable."**

**The blond powerhouse clapped her left hand over her mouth to keep from laughing, while using her right to give Spidey a high-five. Behind them Green Arrow began drinking from a water bottle that he had snatched from the ship, while the others began to fan out to search the area.**

**Suddenly, Spidey and Ariel's spider-sense along with Benwolf's ear twitched and Sonic's does the same as Benwolf's heightened picked up something. It sounded like footsteps.**

**Followed by the unmistakable sound of guns being loaded.**

**"HEADS UP!" Spidey, Ariel, Ben, and Sonic to their comrades.**

**It all happened so fast.**

**One of the soldiers fired an RPG dircetly at the heroes, who were saved in the nick of time by Green Lantern's power ring emitting a large shield to protect them. Machine guns fired and more RPGs soared towards them, all being deflected by the energy shield.**

**"What a great welcoming committee," Benwolf growled sarcastically as he watched numerous bullets fly in his direction.**

**"This is nuts! They have no reason to attack us!" John said, confused by the sudden hostility.**

**"Want me to give 'em one?" Supergirl asked, cracking her knuckles as another rocket exploded near her position.**

**"Don't even think about it, Kara! We're here to help these people!" GL barked at her. From behind them, Green Arrow suddenly appeared, bow out and ready for action.**

**"So we're supposed to help them by standing here and waiting for them to waste their ammo?" the archer snapped.**

**GL knew he had a point and turned toward the werewolf. "Can you use Lodestar to help us out?"**

**Ben shook his furry head. "Not enough juice to transform again, but I do have an idea. When I say so, open a hole in the shield."**

**Spidey and Ryder get out their Sonic Underground guitars from the necklaces and these guitars are not only used for singing but also firing guns by sturmming the strings fast and Altair grabs out his cane from thin air as he spins the cane in his fingers and stops it on the fingers and ready for attack.**

**The Lantern nodded in understanding and readied himself. A few more bullets, another RPG...**

**"NOW!" the wolf roared.**

**John opened four small hole in the protective force field, which Benwolf shoved his head through, Spidey and Ryder shoved their guitars through, Altair does the same. His mouth then split four ways, revealing a gaping green maw, Spidey and Ryder raised their arms in the air with guitars pick and Altair's cane lights up with a yellow golden light ready to fire.**

**The creature then let out a powerful roar from it split mouth, which resonated as large green sound waves along with Spidey and Ryder's blue sound waves combined the green and Altair shot the yellow beam that blasted toward the soldiers, tearing up the terrain in the process and sending them flying.**

**Before their enemies could recover, GL grabbed all the weapons with his power ring and pulled them towards himself, dropping them where the soldiers couldn't reach them.**

**Spidey, Altair, and Ryder's weapons dissappeared in two blue light into the pocket, and Altair's cane in a yellow light as the sound of a helicopter filled the air, and the now-panting Benwolf managed to smile a little. "Let's hope these guys have better manners."**

**As it turns out, they didn't. A man introducing himself as General Kwan apologized for his subordinates' unprecedented attack on the League members. Spidey, Ben and Altaïr could already tell this guy was more of a politician than a soldier, and distrusted him immediately.**

**The Gereral then asked why the heroes were there, and that's when Benwolf's nose picked up the familiar scent of a cover-up. The fact that he called the scorchede earth behind them a 'minor problem' made the transformed teen wanna hit him. With his large claws, Ryder's Ghost Rider form wants to give him a Penace Stare in his eyes. Kara even braked out a protest at the General's turning down of their help.**

**The General gave them a stiff good-bye and walked away, leaving 11 disgruntled heroes standing there.**

**"Pardon my French, but did anyone else's BS meter just go off?" Benwolf asked bluntly.**

**"Oh, yeah."**

**"Yep."**

**Definitely."**

**"Affirmative."**

**"I'm telling you J'onn, it took all the restraint I had to introduce the man's face to my ring," Green Lantern reported, his temper still at its limit, even though the argument with the General had been hours ago.**

**Soon after the military departed, the heroes had searched the area for any kind of clue to what had happened to the now-decimated landscape. Unfortunately, Ben had been forced to stay in the Javelin at first due to the Ultimatrix's low charge, his need to keep his identity secret still very crucial. Spidey tells him once they get done with this he will grant Ben the master control for the Ultimatrix. He wasn't thrilled about being left out, but relented nonetheless he was thrilled that Spidey can grant him with the master control once the mission is over in fact Spidey is pretty smarter then Azmuth. After an hour of recharging, he had been allowed to help, putting his aliens to good use in the searching process, a process that had revealed the nature of Ben's transformations to Captain Atom and Green Arrow. Now, after several hours of scanning, sweeping, and even digging, they were still no closer to finding a solution to the unknown problem.**

**Now John Stewart was delivering a status report to his martian friend back up in orbit.**

**"You did the right thing," J'onn reassured through the screen. "But the problem is most definitely _not _under control. It's getting worse."**

**"Of fucking course it is," a voice said from behind GL. Turning, the marine laid his eyes on the familiar web slinger of Spidey with his gang and Ben in his form of Diamondhead, who calmly walked forward. "They're trying to hush it all up, even if their own people are hurt in the process. Saw it lots of times back home. By the way, Arrow is fuming back there." The jade alien jerked his thumb over his shoulder to emphasize his point.**

**"I'm not surprised. The guy never shuts up," GL muttered, rubbing his temples.**

**"He seems alright to me. Reminds me of Kevin, except more left-wing," Ben responded, shrugging his large rock-like shoulders.**

**"If that's the kind of guy you put up with for three years, you have more patience than I thought you did." John said, making Diamondhead smirk.**

**"I'm full of surprises," he responded, but their face became serious once more. "We should probably go back and see what more we can do. Screw the fucking General and stick it up his-"**

**"No!" J'onn barked from the screen. "We can't just do whatever we want. We have to respect the government's wishes, regardless of what we think of their policies."**

**"And this is why we hate politices," Spidey and Ben grumbled.**

**"Guys!" Kara's voice called out from behind them. Turning, Spidey, Ben, Ariel, Altair, Cassie, Sonic, Ryder, and John saw Supergirl and Captain Atom standing in the doorway to the cockpit. "Green Arrow's gone!" Kara reported worriedly.**

**"And he took the Geiger counter with him," the Captain added. John's eyes narrowed dangerously.**

**Diamondhead facepalmed. "Aw, man."**

**XXXXXXXXXX**

**The archer in question sat crouched behind a cluster of bushes as he observed the evacuation. '_Under control, yeah right_', the hero thought bitterly as he watched men, women, and children fleeing for their lives in a panic, with soldiers directing them towards a small wooden bridge nearby. He could also see many military vehicles transporting supplies as well, including food and weapons. Green Arrow then narrowed his eyes as he saw the General from beckoning the civilians to safety from the back seat of a Jeep. The hero felt a spike of anger toward the General, though he managed to restrain his fury and get back to the mission at hand.**

**The Emerald Archer pulled the Geiger counter from his hip and pointed it to his left, which caused it to start beeping incessantly. As Green Arrow was preparing to move in said direction, he heard the familiar sound of screeching tires and turned to see that one of the supply trucks had lost control, smashed through many of the bridges supports and safety bars, and was now teetering at the edge of the bridge, the driver still stuck inside.**

**Unwilling to leave an innocent behind, Arrow pulled out his bow and slid down the hill he had been scouting from. Notching two arrows, each equipped with high-density cable, the archer fired, two arrows attaching themselves to a bridge support with the cables landing in a position to cradle the truck. The end result was that the large vehicle fell off the bridge, but the pair of cables managed to keep it from plunging into the ravine below.**

**Knowing that the cable wouldn't hold for long, Arrow prepared to fire a grappling hook from his bow before feeling a strong grip on his shoulder. Turning, he saw Green Lantern standing behind him, his eyes emitting a fierce glare. Behind him was Supergirl, arms crossed over her chest, frosty blue eyes locked in an infuriated expression very similar to the Lantern's.**

**"Going somewhere?" Lantern growled.**

**"We don't have time for this! That's man about to fall!" Arrow yelled.**

**"No he's not," Supergirl responded, pointing toward the bridge.**

**Turning, Green Arrow felt his jaw drop at the creature now floating over the bridge with Spidey and Ariel on the railing of the bridge, everyone else on the bridge, the driver of the truck held securely in his arms as they cable finally snapped and allowed the truck its inevitable plummet into the abyss, a loud boom following as truck connected with the canyon floor. The weird monster-thing looked like some kind of blue mothman, which proceeded to land on the bridge with Spidey and Ariel jumped down onto the bridge floor.**

**As Big Chill released the driver from his grip and allowed his wings to fold back over his body, the General ran over, his face red from rage. "I told you to stay away!" he roared.**

**Spidey got in between Ben and the General and the General looks Spidey in the eye. "Hey, chill the fuck out. We were just trying to help," Ben and Spidey responded, Ben's little breaths of mist flying from his mouth as he spoke with Spidey, the spider and transformed teens holding up their to placate the General. It didn't work.**

**"I told you before!" the uniformed man yelled, getting up in the taller Big Chill's face and Spidey's height. "The situation is under-"**

**Spider-Sense...**

**BOOM!**

**Turning quickly, Spidey, Ben, Ryder, Altair, Ariel, Sonic, John, Kara, Cassie, and Green Arrow felt his eyes widen as a creature matching the height of Way Big, with what looked like a suit of red armor and a flaming skull-like head revealed itself over the horizon, only the top half of its body being seen massive monster instantly spotted the bridge and lifted its arm. But instead of a hand, there was what appeared to be a cannon attached to the end of the arm. Said cannon was now lighting up with energy and preparing to fire.**

**Ben's heart jumped into overdrive as the monster fired a massive energy blast, which proceeded to burn its way through the landscape before approaching the bridge. Apparently the colossal beast had very poor aim.**

**As the beam approached, Ryder whistled his bike and his bike appeared faster then the beam reaches the bridge and Ryder hops on the bike and Altair hops on the back of Ryder's bike and Ryder revs his engine and the bike goes into overdrive as pops a wheelie and Spidey and Ariel leaped into the air and shot out a web line to the skys and swings away from the bridge, Sonic runs at the speed of the sound as he leaves a blue streak behind him, Big Chill grabbed the General and leaped into the air with Cassie, Kara grabbed Green Arrow and flys out with John. Ben's first thought had been to go intangible, but he honestly didn't know how well he could withstand that kind of power, even while phasing through it.**

**The alien landed with the General, both turning quickly to see the bridge blasted in half, the giant with the flaming skull walking in the opposite direction, its job seemingly done.**

**Ben and the General both stood up, the latter placing his military cap back on his head. He was then lifted from his feet as he came face-to-face with the narrowed green eyes of Big Chill, whose hands were now grabbing the General's uniform with a strong grip. "Under control? Do you have any idea what you've done here?" the alien snarled, throwing the General to ground. Some of the nearby soldiers aimed their weapons at him, but bullets were never a problem for this particular alien.**

**"We gonna make sure you burn for this, General," Spidey and Big Chill said in a dangerously cold voice. "You damn well count on that."**

**With that, the Necrofriggian unfolded his wings, Spidey and everyone and flew, jumped over to their comrades, who were still as shocked as they were. "What the hell was that?" Arrow managed to ask.**

**"A mistake. Once we're gonna fix," Spidey responded.**

**"Damn right we are. Let's move," Lantern commanded, turning to Kara. "Tell Captain Atom we need back-up, ASAP."**

**Supergirl nodded and spoke into her communicator as John turned to the 8, his eyes focused on Spidey and Big Chill.**

**"You two sound like you got a plan already," Lantern observed.**

**The Necrofriggin was incapable of grinning, so he simply nodded in response.**

**XXXXXXXXXX**

**The massive nuclear creature roamed the countryside without direction or purpose, its intent to destroy all in its path. If it saw a village, it would decimate it. If it saw a bridge, it would collapse it. If it found the army, it would end it.**

**And, almost as if on cue, half a dozen military tanks began firing at the creature from a distance. Moving slowly, as if it had all the time in the world, the monster walked toward the tanks, powering up its right arm cannon as it approached. Knowing that their armor wouldn't be able to stand that kind of blast, the drivers climbed out of the tanks and ran as their only means of defense were destroyed by a massive blast of nuclear power.**

**Looking a little farther, the creature saw what the tanks had been protecting. About three dozen people and their animals (including oxen and horses) were pushed back towards the edge of the same cliff from before. They had been attempting to cross it when the monster blew it away. Now they were trapped, with the gigantic mindless beast stalking towards them.**

**As it prepared to fire both of its arm blasters, it was interrupted by an incredibly loud voice.**

**"HEY UGLY!" **  
**The monster did not lower it arms, but it did turn its head to see a massive humanoid creature with a height similar to its own standing a short distance away. The white creature clenched his fists as he looked eyes with the monster.**

**"WHY DON'T YOU PICK ON SOMEONE YOUR OWN SIZE?" Way Big boomed.**

**Assessing the white being as a greater threat, the nuclear monster turned, powering up its cannons in preparation of annihilating its opponent. However, Way Big was faster than his size would suggest, quickly lunging forward and grabbing both of the cannons in his arms and delivering a powerful kick to the creatures chest. The beast flew backwards through the air, over the ravine, and on the other side of the canyon.**

**Moving quickly, Way Big leaped over the people and the canyon and landed right next to the monster, leaving a nice indent in the earth. Crouching his knee on the creature's chest, Ben lifted his arms and began pummeling the nuclear beast with everything he had.**

**From a distance, Green Arrow, Kara, Captain Atom, Ariel, Altair, Ryder, Sonic, Cassie, and John watched with astonished looks on their faces expcet for Spidey he was smiling at Ben as Way Big and Ariel looks at her husband. "Where did you find these guys?" Arrow asked.**

**"To be fair, they found us," Lantern said cryptically, smirking to himself. But his marine attitude then kicked back in as he started barking orders. "I'm gonna try and get those people to safety. The rest of you wait here, and give the big guy help if he needs it."**

**"Is that likely to happen?" The Captain asked.**

**There was a bright flash of light and a loud yell as Way Big was sent flying backwards from a well placed shot to his chest. The monster let out what sounded like a groan as it stood up, wobbling a little.**

**"Captain, see if you can drain man," Lantern ordered as he flew into the air. Before the Captian had a chance to fly towards the creature on the other side of the canyon, a well-placed kick by Way Big knocked the radioactive monstrosity back to their side of the ravine.**

**"Can't seem to decide which side he wants to fight on," Arrow said dryly as he notched a few explosive arrows.**

**"Seems that way," Atom responded as he flew towards the creature, deciding that draining it while it was down would be a wise choice. Out of the corner of his eye, he saw Way Big step over the canyon and back onto their side of it.**

**Acting quickly, Captain Atom hovered over the creature and began attempting absorption of its power. No power, no life, no destructive rampage. Problem solved.**

**He began draining small doses of radiation in an attempt to feel it out, and see what he could learn from it. Deciding that he could go a little further, the Captain began sucking out higher quantities of energy at a more rapid pace. It didn't take long for him to realize that he was out of hi league as he felt his 'body' burning, a sign that he was taking in way too much power. After a few more seconds, the energy became too much and the Captain felt his body give way, some of the leftoer radiation he hadn't fully absorbed into his body creating a small explosion that sent him flying back a small distance from the monster, his impact with the solid ground creating a small crater. The beast still had yet to get back up.**

**Supergirl quickly flew over and worriedly checked to make sure that he was alright.**

**"Too much power. I can't drain it all," Atom gasped out.**

**A shadow fell over the 9 of them, and they turned to see Way Big crouched down on one knee beside them.**

**"DID LANTERN MANAGE TO EVACUATE THE CIVILIANS?" he asked.**

**"Yeah, they're on the other side of the canyon now," Spidey answered him.**

**"GOOD. I CAN STOP HOLDING BACK."**

**With that, he stood up straight and carefully stepped around his teammates and approached the monster, which was finally managing to get back to its feet. Once it spotted the enemy that had smacked it around like it was nothing, it lifted its left arm to attack.**

**"MY TURN."**

**Ben then crossed his hands together in a right angle-like shape in front of his chest. As the beast unleashed its own energy blast, Way Big released his own. A red-hot beam connected with a cosmic-blue one, and the two blasts struggled for domination, pushing towards the monster, then Ben, then back to the monster.**

**Deciding that he had little choice, Way Big let loose all of his power into the that blast, and the beam widened considerably, overpowering the beast's and hitting the creature dead in the chest, creating a large explosion that sent the monster through the air and onto its back.**

**Way Big then began panting heavily, the effort of firing that energy beam exhausting him severely. Looking up, Ben groaned as he saw the beast getting back up.**

**Then it got worse.**

**As Ben prepared himself for another fight with the colossal monster, a bright green flash illuminated the nearby environment, and Way Big was replaced with an sixteen-year-old teenager that now had to look up to see the monster's face.**

**Ben's heart began racing as he saw the beast look down on him, cocking its head slightly, as if confused. Then it went back to its destructive nature and lifted its arm towards Ben, preparing to wipe the young adult from the face of the Earth.**

**"Stupid watch!" Ben yelled as he turned and began sprinting in a futile attempt to outrun the creature's energy blasts. He heard the familiar noise of the beam firing, and time seemed to slow down as Ben turned his emerald eyes to see the beam rapidly approaching him, its heat making his skin burn even from a distance. The beam closed the space between them within seconds, and in the back of his mind, Ben heard a small voice cheering at the fact that he was about to be reunited with his dead girlfriend in a matter of seconds.**

**Then, he saw a black and blue blur speed by him, and caught him from nowhere as they speed at supersonic speed away from the beam.**

**Ben managed to see Fastattack caught him and running at supersonic speed like a SR-71 Blackbird and Spidey gone alien to rescue Ben from that death of a beam.**

**It wasn't enough.**

**The beam connet to the ground and causing a massive explosion that sent both heroes flying through the air. Spidey and Ben's heads connected with the ground, and all was black for the both of them and Spidey change out of his alien form.**

**XXXXXXXXXX**

**The first thing Spidey and Ben were aware of was the yelling.**

**"This wouldn't have happened if you'd acted as a part of the team instead of your 'lone wolf' crap!" That was Captain Atom's voice.**

**Ben cracked an eye open to examine his surroundings. He was back in the Javelin, and by the looks of it, he was in the medical wing. Then he remembered the creature, the destruction, and...**

**Spidey!**

**"I'm not part of your damn team, remember? So back off!" Green Arrow's voice snapped.**

**Ben looked to his left and saw Spidey lying on a medical bed, with Ariel on his right side and the young adult knew that he was lying on one as well. Judging by how he could feel a sheet against his skin, he guessed he wasn't wearing his shirt or jacket.**

**"Hey, we've got a giant rampaging robot out there!" Kara's voice. "But if you guys are too busy playing alpha male smackdown, I'll handle this."**

**"Hold it there, girlie," Atom barked. "You're not in charge, so you're not going anywhere."**

**"Who's gonna stop me? You?" Kara snarled.**

**Ariel, Ben, Ryder, Altair, Sonic, Cassie were getting tired of this. "ENOUGH!" they roared waking up Spidey as he rise like the Undertaker and he gets anrgy with his gang as his mask removed by the nanotech and Ryder goes Ghost Rider as his skull lit on fire, skin dissappeared with his glasses and black skull cap does the same and the spikes on the shoulder popped up with the gloves and Ariel's mask does the same with Spidey's mask as her blue eyes narrowed with fury.**

**All four heroes quickly turned to see the two youngest member of their group sitting straight up, allowing the sheet to fall away and reveal his scarred physique along with Spidey's red spider symbol and Ryder's Ghost Rider form and Ariel's red hair along with her eyes narrowed to them. Their brown, blue, green, and no eye eyes burned with fury.**

**Ben turned his body and hopped off the bed, his noticably bare feet landing on the cold steel floor. He winced slightly, as he was still sore from the blast, but it wasn't anything he couldn't handle, at least until Swampfire could heal him up and Spidey does the same with his body, his feet landing on the cold steel floor. Not even sore from the blast, his suit didn't let any injurys on his impressive physique under his suit as his teammates gave him room to stand up.**

**Spidey spoke up first. "We don't have time for this crap! Every second we're here fighting another second that _thing _is destroying the countryside!"**

**Spidey, Ben, Ariel, Sonic, Altair, Ryder, and Cassie noticed a slight amount of fear in the eyes of their comradres, which snapped him out of his infuriated tirade.**

**Taking a deep breath to calm himself, Ben began speaking in a quieter and more controlled tone.**

**"Look, we went head-on against it and got creamed, so that's not gonna work. We need a real plan. This thing's gotta have a weakness, right?"**

**GA and GL stood up straighter. "The General might know. This is his doing."**

**Spidey ane Ben nodded. "Alright. We think it's we had words with the good General."**

**The young heroes then cocked their in thought. "Can we trust two to not reveal our identitys, or am we gonna have to remove something to make it physically impossible?"**

**Arrow and the Captain shared a look.**

**"I can keep a secret if nuke-boy can," Arrow answered.**

**Atom threw a glare toward him, but promised to Spidey and the gang's secret nonetheless.**

**"Good. I'm Spidey, my gang: Ariel, Altair, Ryder, Sonic The Hedgehog, Cassie, and Ben, by the way call him by any name instead of whatever I turn into. Easier that way."**

**The two nodded.**

**"You guys head for the ramp. I gotta grab the rest of my clothes."**

**Arrow, Ryder, Sonic, John, Altair, Atom, Cassie followed the order and walked out but Kara paused in the doorway before turning to look at Ben, who cocked his head in confusion. After a moment's hesitation, Kara ran towards him and wrapped him in a hug.**

**"I'm glad you're okay, Ben," she whispered.**

**"Thanks, Kara. Sorry for losing it back there," Ben apologized, returning the hug.**

**"Don't worry about it. We're all freaking out after what happened to Spidey he pretty much okay with that suit of his," Kara said, breaking the hug and giving him a smile before leaving the room.**

**Ben sighed as he pulled his shirt off a nearby chair. _My first mission with the League, and I get the giant nuclear monster that can take Way Big's punches. Freakin' great._**

**As Ben got on his jacket he leaves the med-bay and Spidey was about followed Ben out the doorway, Ariel paused in the doorway before turning to look at Spidey, who cocked his head in confusion. She try to open her mouth to say something but nothing came out and her eyes started to water after Spidey risk his life to save Ben and after a moment's hesitation, Ariel ran towards him and just spring into him and wrapped him in a hug sobbing a great deal of it.**

**"Spidey why did you did that? You could have been killed but I'm just glad you're okay, Spidey," she whispered.**

**"Ariel it's all right. Sorry for that but Ben was in danger and my job as a hero to do that so it's all right and besides I didn't do that he might died." Spidey apologized, returning the hug and stroking her hair softly and rocked her back and forth.**

**Ariel stops crying and she felt herself blushing once she noticed how hard his body felt against hers, just as Spidey blushed when he felt her soft body against his under her and his suits.**

**Ariel released him and peck him on the cheek and smiles and Spidey grins then his face became serious once again "come on Ariel we got a robot to take down." Spidey says in a hero tone and Ariel smiles for her husband's hero side of him and Spidey and Ariel's mask came back on again and they walk out of the med-bay of the Javelin.**

**XXXXXXXXXX**

**About twenty minutes later, the 10 of them were flying, riding, web swinging, running (Kara carrying Green Arrow and Ben transformed into Chromastone) after the monster after having an interesting chat with the General (during which Ryder and Altair along with Ben had turned into NRG and threatened to sliced his throat, melt his face like a wax figurine). Now they were equipped with special carbon rods meant to knock out the creature's radiation and basically weaken it to the point that they could kill it easily. All they had to do was jam at least one rod into the creatures reactor, which was in its chest. Easier said than done.**

**The 7 of them landed along with beside by Sonic, Ryder, and Altair once they saw the beast in the distance.**

**"Okay, what's the plan?" Arrow inquired.**

**"I shove these rods into its chest. That should stop it," Atom responded.**

**"Sorry, Captain, but that plan sucks," Sonic stated. "You'll fry if you get too close, and we're not letting anyone die while we around these parts."**

**"You got a better plan?" Atom asked angrily.**

**"Yep," was the response before Ben slapped the Ultimatrix symbol, a bright green flash lighting up the area before dying down and revealing the form Ben used earlier with the General.**

**"NRG!"**

**"You're gonna stop that thing as an oven?" Arrow asked.**

**"You can't tell because of the suit, but this form is pure radiation. He was meant for situations like this. Kara or the Captain get me close enough to throw me, I stab the reactor with a rod, and boom. We win."**

**"Not much better than the Captain's plan if you ask me." Arrow mumbled.**

**"Good thing no one asked you. Kara, Sonic, Cassie, Ryder, Spidey, Ariel, and John, ya'll distract it. Captain, you're gonna have to carry me. Green Arrow, stay here and hold onto the rods. Hit him from a distance if you see an opening."**

**The emerald archer narrowed his eyes and nodded.**

**"Hold it," Arrow interrupted.**

**Turning, NRG and the Captain saw that Arrow had extended his arm in the classic gesture of a handshake. Spidey and Ben smile under the metal helmet and the mask and shook the outstretched hand, Captain Atom following soon after.**

**"Let's make it hot," NRG said as the Captain grabbed under his armpits and began to carry him toward the beast. Supergirl, Spider-Man, Spider-Girl, Green Lantern, Ghost Rider, Sonic, Wonder Girl flew, web swinged, riding, running ahead and began their job of distracting the creature. As it turns out, they were good at the job, as they flew, run, ride, swing around the monster, mocking it while dodging multiple radiation blasts fired at them.**

**While the beast's attention was on them, Captain Atom went in low and flew upwards with NRG in his arms, the transformed teen carrying a rod in each hand as if they were swords.**

**The two felt the heat coming off the body as they got closer, and Atom didn't know how much further he could go.**

**"Throw me!" NRG barked.**

**The Captain complied and threw the alien with all his strength toward the reactor, Ben letting out a battle cry as he flew forward, pointing both bars toward the reactor as he got closer and closer. But then Ben felt a pain surge through his body, and his hands unclenched, the rods falling to the ground as NRG connected with the beast's chest, just under the reactor. The alien form bounced off the armored beast and fell back down to earth, similar to what happened to Captain Atom last time.**

**Spidey, Ariel, Cassie, Ryder, Sonic noticed the plan failed and Spidey tell them to throw it off its a-game and they nodded and they swing, run, ride, flew down to Ben and they looked down at Ben as they surrounded him.**

**"What's happening," Ben uttered weakly as his body trembled from the pain, his fingers clenching in painful ways and his head feeling like it was gonna split open. Everything else was drowned out as the pain overtook his senses for God knows how long.**

**The pain then spiked even higher, and Ben screamed in agony as he felt his body change into a different form. Spidey then slammed Ben's dial and a bright green flash lighting up the area and the pain then died down, leaving Ben lying there, panting from the horrible experience he had just gone through. Spidey held out his hand to him and Ben took it and Spidey pull him onto his feet. Altair then show up and ask Ben are you all right and he nodded.**

**They could hear the creature roaring in the background, its energy beams making their distinctive noise repeatedly.**

**"What was that?" he muttered before looking back up at the radioactive monster. _The radiation! _Ben realized. _The Ultimatrix must not have been able to take all that concentrated nuclear energy. But how come Way Big could take it and NRG couldn't? It doesn't make sense!_**

**Ben decided to put his conundrum aside for later. They had to get back into the fight, and regular Ben couldn't cut it. So, without further ado, Ben activated the Ultimatrix and finding the right form and found it and he looks at Spidey for used this alien and Spidey nodded and Ben smiled and slapped the Ultimatrix and he turns into Spidey's newest alien form as Fastattack instead of Fasttrack and Spidey's Ultimatrix show up through the Spiderman Unlimited suit's left arm and the dial rise up and Spidey slams down the dial and does the same with Ben and Ariel looks at them but her Omnitrix show up also and Spidey and Ben looks at Ariel waiting for her to go alien and Ariel gulps down an lump in her throat and rised her hand high in the air and slams the dial and her dna is changing into Fastattack and they smile and they run off, Sonic runs with them at the speed of sound, Altair hitch a ride on Ryder and Ryder drives the bike in his Ghost Rider form, Cassie goes supersonic they made it there in seconds, Spidey, Ariel, and Ben runs around the robot in a vortex of a twister causing the monster spinning around make him dizzy which seemed to be having a huge kind of effect. Looking around, Spidey, Ben, Ariel, Altair, Ryder, Sonic, Cassie couldn't find Kara or the Captain or even John anywhere. However, they saw Green Arrow nearby on the ground away from the monster and ceased his attack, running, ride, swooping low and landing next to him.**

**"Where's Supergirl, Green Lantern, and the Captain?" Altair asked, turning to make sure the beast was still dizzy from the tornado attack.**

**"Ya'll didn't see?" Arrow asked loudly.**

**"No. What happened?" Ben inquired worriedly.**

**Arrow looked down at the ground. "The Captain's suit got cut and he flew away. He exploded in the sky."**

**Altair and Ben felt their blood run cold.**

**"Kara and John got knocked into a mountain over there," the archer added, jerking his thumb to the east.**

**"Captain Atom's... _gone_?" Altair gasped.**

**A nod was his response.**

**Altair felt a raw fury build up inside of him. A rage he hadn't felt since _that _night. The night he lost everything. Spidey and Ariel senses Altair is inrage and Spidey grabs Green Arrow and flew him on his back and earning a protest from him and Spidey tells everyone to get gone and they nodded and everyone gets gone to the Javelin. Altair's fists clenched so hard he would have cut into his flesh but he has on leather gloves. Altair threw his head back and let out an infuriated roar.**

**"That's it! This mother fucker is so fucking _dead_!" Altair screamed as fishs out his Solar Cell Morpher of the Solaris Knight and beings out the Travelion card from the pouch in the back of his belt and this beast is about a little taste of... Altair puts the ticket into the clipper and punch it a hole on it and the Travelion card shining brightly with a golden light consuming Altair in it as he shows up in the Travelion's main cockpit and Altair sits on the seat "all right Jenji do lets do it to it." Altair tells Jenji the cat genie as he shoves the coal in the furnace and Altair brings up a Joint card and clips it like a train ticket and Altair helds out the card "Solar Streak Megazord!" Altair yells out as the card bright up showing the Joint card.**

**The card command to the Solar Streak express as the red, blue, and gold train splits with the coal car foward, the coal car splits forward with the first car, the first car does the same and the cars, coal car, and the main train goes on different railroads the screens splits into four parts as they roll down the tracks, the train's wheels goes foward and stay straight, front plate drop down revealing the forward S and backwards S, the wheels goes up and pull back, the body's front connecter open up the back revealing the head of the Solar Streak, the bottom open up and the body goes full open up, the arms and legs connected to the bottom and the sides connected, the train chest piece connected, blowing out stream from the smoke stack making a train whistle sound of the Solar Streak and the final part is the head as the sky blue eyes pieces glared and the gold S with the red gem shines and the Megazord formation is compeleted as the Solar Streak Megazord Altair's secret weapon and main big form like Way Big.**

**Outside of the light the monster trys to destory Spidey and the gang and the monster rising both arm cannons targeting everyone and as it looked like the creature was gonna fire at them.**

**Altair in the Solar Streak Megazord as the light dies down and Altair along with Jenji sees the beast about to killed them "stream blaster go!" Altair throws a lever and a black smoke comes out from top of the smoke stack and fires it like a gun to the robot as the Solar Streak blows on it.**

**Spidey's spider-sense kicked in as he notices Altair in the Solar Streak Megazord and smiles under his black helmet and he tells everyone to run away quickly and they ask why and Spidey tells them that as he points to Altair's Megazord and they look at behind the robot and their jaws drop at looks like the same height as Way Big and they ran away from the robot to the Javelin and the smoke hit the robot as sparks comes out of the nuclear beast and the robot turns around and faces a same height of him but the red, gold, and blue robot, its arms are two trains cars, legs the same, and the chest is a big train and in the cockpit Altair smirks at the robot as the robot fires it red beam from both it arms and Altair steers the Solar Streak to the right dodges the beam from the robot and the Solar Streak gets in and up close and personal punchs him from his fists.**

**Back at the Javelin Ben calls J'onn from the Watchtower "what happening down there everyone?" J'onn asks Ben.**

**"See for yourself J'onn because Altair has gone big in a big way." Ben tells J'onn in a smirk tone.**

**J'onn homes in the fight and his jaw drop at the shock of the robot against what was the robot with red, blue, and gold paint looks like a smiliar height of the red armor robot threat as Altair in the robot against the nuclear monster and notices Altair was beating the snot out of the robot with thundering blows punchs.**

**J'onn called Clark, Diana, Bruce, Flash, and Hawkgirl to the platform and they hear J'onn's voice and they ran to the screen "whoa J'onn where the fire?" Wally asked J'onn in a concern tone.**

**"See for yourself everyone." J'onn tells them in his calm tone as he press a button on the control pane and the screen shows up with the fight of the two giant robots this gave everyone in the League a shocker.**

**"By Hera." Diana says as she watches the battle of the two giant robots.**

**Superman was really shocked, Flash's jaw just drop, Batman's eyes narrowed in shock, and Hawkgirl looks just as shock at the red armor monster but the second robot in the red, gold, and blue paint.**

**Back to the fight Altair dodges with the Solar Streak as the robot trys to slap the robot "time to end this." Altair says in a hero tone.**

**The Solar Streak launches a kick to the chest and sends it flying away from him and them. Back at the mts Kara and John woken up at the earthquakes of the battle and when Kara opens her eyes to the source of the quakes and John does the same and they stood up in shock as the robot in the red armor send flying away from them and Kara and John flew back to the Javelin and they landed to the Javelin on the ground "everyone what's going on here?" Kara asked in a shock tone.**

**Ariel was now told by Spidey and Ryder out her of Fastattack form and told them to look over there and they turn and their eyes widen in shock in front of them at Altair's secret weapon the Solar Streak Megazord protecting them from the red armor monster.**

**"Remote train cars go!" Altair says in determintion as he throws a lever and the Solar Streak's arms gets into a stance with his arms bending at a 90 degree angle with the elbows bend and the camera moves to the legs as they open up and revealing two mini trains car looks the Solar Streak and they launched to the monster with magical tracks as the monster gets up again and notices two trains were coming at him as the two train goes around the monster and as they get finished with going the beast the tracks restrain the beast as it trys to get out of the restrain like a mental patient of a restrainer to a table. Altair smiles wicked at the robot. "Eat this, you little shity bastard!"**

**"FURNACE BLAST!" Altair yells as he throws a lever again and the chest piece looks like the sun opens down and revealing a very bright yellow as its powering up and its soon it done powering up the Solar Streak moves it arms and ready in 3...2...1. "FIRE!" Altair yells as the Solar Streak fires it beam at monster and hits it dead center at the chest and a revese effect from the beam instead of killing it and letting more used it for evil as the beast trying to stuggle against the pull of the Solar Streak's attack and it roars trys to get out of the megazord and too late the monster was suck into the chest and the beam kept on going until it stops and the monster turns into a fire streak as goes in the furnace and the steel doors on the furnace slam shut.**

**The Solar Streak's chest piece closed back up and Altair smiles "checkmate." Altair says as he snaps his fingers and the train blows out some stream from the top 3 and the bottoms legs on the left and the right.**

**John, Kara, Green Arrow, Wally, J'onn, Clark, Bruce, Diana, and Hawkgirl just seen a battle of two titans but the one in red, gold, and blue paint robot is the winner and thus destory the red armor robot from its chest.**

**The Solar Streak glows in a golden light and it was done getting back into the card of the Travelion and Altair was the ground with the Morpher and the card in hand and a new weapon on Altair's belt a strange looking gold lamp and Altair puts up his Morpher and card in the pounch on the back and notices the looks at John, Kara, and Green Arrow "what?" Altair asks them shrugs his shoulders and they laugh and Altair does with them and Kara looks at Altair "hey what's wrong" a voice was heard from Altair's belt and Altair notices that was Jenji as he pick the Laser Lamp and the Cheshire cat like pops from the top of the lamp "Jenji." Altair says to Jenji as waves one finger in his face and he just munbles and Altair puts back the lamp on his belt.**

**Spidey and his gang shows up to Altair side and Altair and Spidey high five each other.**

**"Let's get back to the Javelin and contact the League. Tell them what happened or they know about it."**

**And so, without any more words, the ten walked back to the Javelin.**

**About 12 minutes later the gang got back from that mission in Korea that's where the monster was at everyone went their sperated ways Spidey and his gang back to their gang Green Lantern, Supergirl and Green Arrow to the other side and Spidey reaches his gang they tell them what happened in Korea as they talk and talk and they pretty went on with their business. But somewhere in the Watchtower in one of the teleportation rooms Spider-Man the Ultimate's Spider-Man that is jumped out in a red and blue blur of speed. "Oh crap! Oh crap! I'm soooo freaking late!" He kept saying over and over again. Peter had gone out for a little patrol without Spidey and the gang over the city and he was about to get back to their place and get to the meeting but then of course fate just had to mess with him...again.**

**Some jerks had tried to steal an armored car and of course he had to stop it. It took a lot longer then expected with the help of Spidey and his gang but he webbed them up and made a mad dash back to his and Spidey's place of operations now he was running late, and he was really late too. "Okay everyone is in the meeting hall so maybe I can sneak in the back way and try to find Spidey and his gang." He muttered to himself. He always talked to himself when he was stressed like this and he made his way in and stopped as soon as he got throught the door way.**

**"Whoa." Was all he said, looking around the place was packed with super heroes, in fact he didn't know there were that many around.**

**"You're late." Came a low voice and Peter jumped and turned to see Batman behind him. He really hated it when Batman snuck up on him like that, in fact he was thinking of putting a bell on him or something.**

**"Sorry, armor car robbery. What did I miss?" Peter asked him.**

**"Nothing much, just a speech and everyone is mingling at this point." He told Peter, he saw Peter looking around at all the faces. Batman had files on every one of them and knew a few personally, some more personally then others as he saw Zatanna. That was a good time in his life, before he was Batman working under an alias with a great escape artist and his daugther, who he had a relationship with. He hadn't seen her since she came to Gotham one night and now here she was and with real magic at her commands but the real wirzard of magic will be Altair with his cane. He gave a small smile at how far she had surpassed her father.**

**"So..anyone I should avoid?" Peter asked looking at the crowd but looking out for Spidey and his gang.**

**"Maybe a few, especially those that might not get your...humor." He told him. "I think I see a few of the safer members you might like but Spidey and his gang are back from a mission so get back to them as soon as possible." Batman moved off Peter following. There sure were a lot of people here; he was still amazed how many heroes were just going on around the place with no one looking over their shoulder like Fury had with him.**

**He came to a small group and noticed that two of them were about his age, well actually they looked a little younger but he did feel a little more at ease with them since he could relate to younger heroes more because adults never had to deal with the kind of stuff they had to well expect for Chuck and Odette their ages are about 20 and 22 they act like kids with Spidey around. "Hey Bats, long time no see." Said a kid in a modified helmet with a green glass like stuff over the front and in a green and white suit with something on his back.**

**"Hey who's the new guy?" This was from a kid of about the same age only with dark skin and in a black and blue costume that had a coat and a yellow lightning bolt design that reminded Peter of Flash's symbol.**

**"Gear, Static. This is Spider-Man, he with the other Spider-Mans, and the gang of his and he and them joined up officially with the League yesterday." Batman told them.**

**"What? How did you and the others get the sneak peek preview into this?" Static asked him but with the smile he had on Peter could tell it was in good humor.**

**"Maybe he blackmailed them." Gear said also in good humor. Oh yeah, Peter liked these two already.**

**Suddenly, when Peter has his back turn to them Spidey activated his stealth mode sneaking in the crowd and came behind Peter and deactivated his stealth mode and as Spidey and Peter spoke in usion. "How did you know?" Spidey and Peter said in their serious tone, and were glad they wore a full-face mask. At time like this it was always hard for people to tell if he or he were serious or no with it on. "Did they tell you guys about those pictures?"**

**The look on their face was just priceless and Spidey and Peter nearly burst out laughing right then and there. "For real?" Both of them asked and that was it as Spidey and Peter laughed at that. "Oh man we just got played." Gear said but still smiling.**

**"Sorry couldn't resist." Spidey told them. "It's kind of a long story, but me and this Spider-Man right here and his gang been helping out for over a month here. So you two are Leaguers too, like everyone else?" They had to ask since they seemed to still be about seventeen.**

**"We're...more like reserve members." Static told them. "We're going to wait a year before we become full fledge members but we wanted to look around and see what our future had in store for us."**

**"Yeah plus we kind of did our own to help out the League once before." Gear said proudly. "I guess you and him heard how we put the smack down on Brainiac right?"**  
**"Uh...we think we heard something about that...not to sure though from all the missions that me and Spider here read about while we were staying up here with him and his gang."**

**"Hold up." Static asked them. "You two and your gang were livin' up here or somethin'?"**

**"Until recently...yeah." But he and Spidey didn't want to go into more detail. Sure the League knew about their rea names and stuff but old habits are hard to break and he wasn't too comfortable giving away too much information at the moment with Spidey's secrets of his gang and Ariel's orgins of a mermaid in his dimension.**

**Static and Gear shared a look. A month ago the League had never beem more then seven members and they let no one in on their station unless necessary. "Well I have to get going, there's some trouble and we're going to see who goes where to deal with it." Batman told them after he heard the message from his communicator.**

**"Alright then." Spidey and Peter nodded as Batman left. "So...you guys know anyone else here?"**

**"Besides the original League? Not really no." Gear admitted. Spidey's gang came to Spidey and Peter notices some new faces in Spidey's gang and Spidey told him meet the Ghost Rider, Lucky Girl, Blade, and Black Snake and Wonder Girl the second as they meet and greeted to each other and Ariel stands by Spidey and they pretty much talked.**

**"Too bad, cause I could show you guys and gals a few people." They looked to their left and up because on a the shoulder on what looked like a giant robot but Chuck was at the height of the robot about to the shoulders length anyway was a blond hair girl in a blue and white costume with a white star on her chest and a blue mask with some kind of red belt. Her costume left her torso exposed and the bottom were like shorts. She was also on the shoulder of what looked like a giant robot.**

**"Hey, I'm the Stargirl, but you can just call me Star, and the big guy here is Stripy."**

**"It's S.T.R.I.P.E." It said in a robotic voice. "I wish you'd stop calling me that.**

**"As if." She said and jumped off the shoulder to meet them. "Hey, I've heard about you guys." She said looking to Static and Gear.**

**"Really? That's cool, nice robot." Static said.**

**"Actually it's just a suit kid." He told them.**

**"Oh...my bad." Then he noticed that Gear was just staring at Star so he elbowed him in the ribs. "Hey man, Earth is calling you home."**

**"Huh? Oh right, I'm Gear and I'm in love-I mean it's nice to meet you." Gear tried his best to hide his embarrassment but Star didn't seem to mind. Spidey, Peter, Ariel, Altair, Ryder, Chuck, Odette, Ben, Gwen, Kevin, Eva, and Peter with MJ, Cassie, Sonic smirked under their mask, glasses, hoods, faces even Thunder scream quietly showing his smirk on his beak and everyone and Static shared a look.**

**After a few more meets with a few other guys Spidey and his gang along with Peter walked around the station, it sure was lot more crowded now then they saw Kara, Green Lantern walk to them with a couple of guys he never seen before expect for Spidey and his gang saw them after they help them with the mission in Korea. One was in what looked like a silver suit with an atom symbol on his chest after being repaired from the monster the other guy looked like Robin Hood only in green.**

**"Hey guys, trouble?" Spider-Men, Spider-Girl, Spider-Woman, Black Snake, Black Ice, White Swan, Sonic, Ben 10, Lucky Girl, White Angel, Ghost Rider and Wonder Girl asked them.**

**"Oh yeah, first mission." Supergirl said happily. She was anxious to prove her worth to the League. "By the way meet Captain Atom and Green Arrow."**

**Peter looked to Green Arrow then to Green Lantern. "He related to you?" he said that made GL raise an eyebrow but Green Arrow seemed to like it and gave a laugh.**

**"I guess we do have the same tastes in clothing." GA admitted.**

**"Well we got to be going, by the way." John stuck his hand out for Spidey and Peter and they shook it. "Thanks for standing up for Shayera."**

**"No problem." Spidey and Peter said in usion and they left for the hanger deck. Suddenly a red blur came in front of everyone. "Whoa Flash where's the fire? Or is there a fire?"**

**"Nope, at least I hope not." Flash said. "There's some trouble in Keystone and wondered if all of you were up for a little beat down on the super villains?"**

**Spidey along with everyone grinned under their masks, hoods, glasses, and their faces. "A month ago I would have said no, but right now we're game." Spidey, Ariel, Peter, Ben, Sonic, Gwen, Kevin, Altair, Ryder, Eva, Chuck, 2nd Peter, MJ, Cassie and Thunder met up with Flash in the hanger bay, they saw Green Lantern and his team in one of the new and improved Javelins, everyone was told that the League decided not only to upgrade from the original model but also made a few more, since in the past when the origianl Javelin**

**–7 had been destroyed it was tough getting to the Tower and back until a replacement was finished.**

**They saw Flash already there and Wonder Woman was with him plus some big guy in a metal black and gray suit. "Hey guys." Spidey and Peter said waving over to them then looked up to the big guy who seemed to tower over Peter and Spidey and some of small heights guys and girls ever expect for Chuck he was at the same height of the robot easily. "Yo."**

**"So all of you are the guys I've heard about." The big guy told them smiling. "The name's Steel, nice to meet of all you."**

**"Likewise big guy." Spider-Men, Spider-Girl, Spider-Woman, Sonic The Hedgehog, Whites Angel and the Swan, Black Ice and Snake, Ghost Rider, Ben 10, Lucky Girl, Blade, and Wonder Girl the second said and they walked inside of the cockpit and as Wonder Woman took the controls Flash took the co-pilot seat while everyone took the back seats sitting across from each other. The ship lifted off and went out the docking doors into space. This was everyone's first flight through space and it was really cool, okay so they lived on a space station for about a month and personally knew a few aliens one being one of their newest and closest friends, but his was still pretty cool.**

**"So how long have you've been in the hero business?" Steel asked them, he was curious about the new members, he spoke to Superman once after the papers showed this Spider-Men, Spider-Girl, Spider-Woman, Sonic, White Angel, Ben 10 guys in Metropolis and Superman had said that they were just passing through. Although he wasn't sure, they seem kind of young but there was something about them, plus Superman seemed to view them differently then other new heroes too. It was strange and he couldn't put his finger on it but when he got answer to his question that was a surprise.**

**"I'm been doing this about three years, the kid in the green hood did it since he was 10 and pretty much everyone else did for 5 years...why?" They finally turned to face Steel and the faceplate that mimic their own showed his surprise.**

**"Three years, five years and that kid in the hood did it since he was 10? But I never heard of any of you until you showed up in Metropolis."**

**"It's complicated." Diana said from the front. "But they're has been at this as long as they say, and I've seen them in action so don't worry about them." She said with a small smile, she had in fact seem them in the training sessions with Batman even Spidey beat Batman at his own game to hand-to-hand combat and other ones too and when they had joined the League for a few of the more 'smaller' missions. She had to admit they carried themselves like veteran and had obviously been in many fights.**

**Her own training as a warrior told her that much about them but if she went against Spidey he trains to the limit and ways of hand to hand combat like the ninja and the samurai, shoiln monk, and spartan but couple of Green berts, us navy seals, and the russian army he is known as the master of 1,000 combats moves and probabley she get beat by him but hey he treats anyone with respect in the way of the Samurai warrior. She still remembered how Peter had changed from the sullen and withdrawn young man that had literally into their laps along with Spidey and his gang. They still weren't sure how they got there. She believed that maybe the gods were at play in this, or the Fates had brought everyone to them. Although she still could see the sadness and pain that he hid in his eyes, she was glad he was becoming more open about himself with the help of Spidey and his gang and she guessed that he was getting back to his old self, at least she assumed so, since she didn't know them or him from before.**

**"So...who's the turkey cussing trouble?" Spidey asked trying to steer the conversation away from Peter as he cracks his knuckles ready for a beating on a super villain.**

**"It's someone named Toyman, he and his little 'friends' are trashing the city, guess he got tired of having Superman kick his butt so he moved his operations out of Metropolis for awhile." Flash told everyone.**

**"Toyman? What kind of name is that for a villain?"**

**Flash grinned. "Yeah I know what you mean and his looks are just as bad. I should tell all of you about the Weather Wizard some time, now that guy is lame." Spidey and Peter shook their heads, another difference from their realitys then their own was how lame some of these villiains were. Okay Metallo had been a nasty one along with Spidey's villians octopus's he had to face threated Ariel like Ursula or Morgana, but the Joker was a joke and some of the other guys he heard about were kind of silly, not to mention a little more 'tame' then the ones in their worlds.**

**He still remembered times like the second time the Hulk had shown up and trashed over three square block and killed hundreds, there was Magneto when he took over the Sentinels (which Peter felt sick the Government had created those monstrosities in the first place), then Magneto's return, not to mention all the guys he had fought like Doc Ock who killed so many people without a second thought.**

**'Yeah...pretty tame compared to my world.' He thought to himself. When they arrived in the city and Eva called her ride Bumblebee to help out with them but he has to wait until they are out of the jet and he wait. They flew overhead and as Spidey and his gang and Peter looked down there was an actual toy army down there. There were tanks, scuds, little army down toys and stuff. In a giant looking Robot with a domed head seemed to be leading them. It was hard to see but he guessed that was where Toyman was.**

**Diana took the Javelin in a strafing run and Flash fired the cannons, taking out a good chuck of the toy army, but a few of the not so harmless toys returned fired and their ship shook from the impact, warning lights and beeping noises started to sound out as Diana tried to get control of the craft. She managed to stabilize it and landed in a nearby park and that's where Ryder bike is at beside the craft.**

**"I'm guessing it's time for the ground assault." Flash said seeing that the ship was going nowhere at the moment.**

**"Correct." Diana said un-strapping herself and getting up going into warrior mode, she felt the rush of battle calling to her and was eager to answer it. The others got out and made their way back to the battle. Spider-Man hitched a ride with Steel, while Wonder Woman, Wonder Girl, Ben transform into Jetray flew with Chuck and Odette got ahold of Peter and MJ flew with them in the air and Flash, Sonic ran and Spidey and Ariel web swing in the air while carrying Kevin and Gwen on their backs, Eva ran with superhuman speed, Altair use his magic to give him superspeed, Ryder ride on his bike. Of course Flash and Sonic was there first and with their speed made an attempt to dismantle as much of the 'toys' as possible and Sonic uses his Spin Dash going like a pinball machine and Bee join in the fight as he used his plasma blaster blowing up the robots and Diana and Flash and Steel got a surprise from them of the giant robot.**

**Toyman, a small man with a grinning doll head plastic mask over his head wearing normal looking brown pants and a purple sweater with a red bowtie, watched this in his machine. "Oh that's not nice, you break my wonderful toys and that's not acceptable." He said in a kind of creepy Mr. Rodgers type of voice. He activated his arsenal list and found what he needed.**

**From the center of the machine a hatch opened and giant gumballs fired out, as they landed they exploeded into gas that covered the area. Sonic goes into overdrive as he goes into Buzz Saw mode ripping up the robots not even the gas is effect him and even though Flash was fast he had to slow down slightly in order to take apart the little war machines. It was at this point that the gas was released and Flash got a whiff of it, he tried to run out of the area but the gas was slowing down his body and as the gas reseeded Flash collapsed onto the ground.**

**"Oh goody it worked." Toyman said happliy. "Now it's time to finished him off my little friends." Several of the toy soldiers aimed their weapons at Flash Ryder saw this and gets off his bike and stepped in front of him and they fired but Ryder pulls out his 1873 Whischester lever action rifle of the cowboy which is a wood buttstock normal brown, natural silver lever and silver barrel same length of the rifle and it has unlimited ammo and Ryder can shoot it like with lightning speed even he shoot out the bullets with his eye of the sniper and Ryder cocks it "you shouldn't done that." Ryder says in a deadly tone as he aims at the bullets and fired it really fast and Flash nearly was hit but at the last possible second Wonder Woman and Wonder Girl landed in front of him and helping Ryder deflecting the shots with the girls bracelets and Ryder's gun. Steel and Spider-Man along with Spidey and Ariel, who was sitting on his back, flew overhead and Gwen and Kevin drop to the ground and Gwen light up her hands with pink disces and Kevin morph his hands into blade and hammer and smashing the robots, Odette and Chuck and Peter and MJ help out the two with the used of their powers, Eva, Altair, Bee smash up the robots stomping on them, blow them up, shooting up and Ben unleashed rays from his eyes and tail destorying the robots.**

**"I'll help out with everyone, see if you three can keep the Toyman busy." Steel said to them.**

**"On it, if there's one thing that me and this spider good at it's making the bad guys hate me or him enough to forgot what they were doing."**

**"How do ya'll do that?" Steel asked with a smile.**

**"We annoy the hell out of them!" Spidey, Peter and Ariel (first time that Ariel cuss like Spidey and the gang) as they jumped off. They landed on the glass dome of the robot and as they landed they saw the Toyman for the first time. 'Great it's a guy dressed up in an evil Mr. Rodgers toy.' Spidey, Peter and Ariel knocked on the glass. "Hey does your mother know that you're playing rough with your toys? You know what happens to bad little boys that don't play nice with their toys right?"**

**"And what would that be?" The little man asked as he used the controls to make the tentacle like arms to try and hit Spider-Men and Spider-Girl, but Peter, Spidey, Ariel kept dodging. They managed a look and saw Steel, Optimus, Bee, Eva, Peter and MJ, Altair, Ryder, Chuck, Odette, Sonic, Gwen, Kevin, Ben and Diana going to work on the toy army as Toyman was focused on Spidey, Peter and Ariel. 'You know working on a team really does have its advantages.' Peter thought but that aside as their spider sense kicked in and they had to dodge again.**

**"Well the bad little boys get their toys taken away from them." Spidey said to him through the glass.**

**"That's _not _going to happen!" He said angrily and Spidey, Ariel Peter guessed they hit a nerve.**

**"Look little baby if you want to play army, do it with those little green guys, that's what they're there for." Ariel told him and they started to web-up the glass with Spidey's build in webshooters with unlimited webbing and the same thing goes for Ariel too.**

**"Hey! What are you doing?"**

**"A little redecorating jackass." Spider-Man said as the webs started to cover the machine like a spider's web. Soon the dome was cover and Toyman couldn't see he blind as a fucking bat. The giant robot started to move around erratically. Spider-Men and Spider-Girl jumped off it and landed with the others seeing that most of the toys were destroyed and the rest seemed to be going around with no real directions.**

**They also saw Flash was getting up and figured his heightened metabolism worked through whatever that gas was by now. "So what's the plan?"**

**Diana got put her rope and looked at Spidey, Ariel, Peter and Altair, Ryder saw that look in her eyes and Altair got out his yellow lasso and Ryder changes into the Ghost Rider and put his hand on the chain whip as he whip it out around his body and he holds that thing like in a coiled looked. "I'll get the arms, all of you tie up his legs. Steel, Bee, Ice, Swan hit him high and low." She flew up along with Cassie and Spidey, Ariel, Peter, 2nd Peter, MJ wasted no time webbing up the legs. It took a lot of web-fluid, in fact he, Peter and MJ emptied out both shooters in order to get the legs immobilized. They looked up and saw Diana, Cassie, Altair was be holding by Odette and Ryder was be hold by Chuck they how looped her rope, her rope, his lasso, and his fire up chain whip around the wrists of the machine's arms and was pulling as hard as she could but she has help with Ryder, Altair, and Cassie Altair was been helped by Odette as she flew back. They could see it lean back and when Steel, Bee slammed into the dome it toppled over and landed with a giant crash.**

**"Well you know the old saying they say. The bigger they are the hard they fall." Spidey said to himself and they jumped onto the chest of the thing as Steel ripped off the cover of the head as he pulled out Toyman who was flailing wildly but Spidey used impact webbing to tied him up. Spidey, Ariel, Peter, 2nd Peter and MJ felt a gust of wind and turned to see Flash.**

**"What did I miss?" Flash asked.**

**Peter smiled under his mask and looked over the street to see all the toys had been deactivated when the robot wasn't functional. "Looks like you sleep through all the goods parts, but we're give you the high lights."**

**After the battle when Toyman was taken away in a web coon, Spidey, Peter had to spend the next couple of hours repairing the Javelin, luckily Steel and Kevin were helping them out. Peter closed a hatch and Peter wiped his brow, or tried to. Sometimes wearing a full-face mask meant all the sweat had nowhere to go how does Spidey do it without sweating well Spidey told Peter that his suit is a temp. control suit and doesn't let me to burn up or cold down. "Well...that should do it." Spidey and Peter said looking to Steel and Kevin. "You want to do the honors?"**

**Steel and Kevin nodded. "Sure thing." They walked inside where Flash and Diana were waiting. "Try it now." Kevin said and Diana punched in the start-up sequence and the engines hummed to life.**

**"Alright!" Flash said happily. "It's about time, man I thought having four brains on the group would have had that done sooner."**

**"Not all of us do everything as fast as you do well expect for Spidey which he can figured a simple engine with his mind and hands." Peter said to Flash sitting down. Spidey and Altair had shrink Bee down to human size with the use of the guitar and cane as Spidey sit down next to Ariel and Bee was get used to the human size of themselves as they sit behind Spidey and Ariel and everyone sit down behind Spidey and Ariel. "Besides do you know how to fix this thing?"**

**"How hard could it be?"**

**"You could have so much voltage running through you if you do something wrong, they would be calling you Flash-Fried."**

**"Oh...remind me to call you when I need to do any electrical work." Flash said with a grin. Spidey and Peter chuckled a bit and nodded. The way back to the Watch Tower was a little more rocky since the internal compensators were still a little off and Spidey couldn't stand it so he told Gwen to shield the hallway of the jet and Diana doesn't know what is Spidey about to do and Ariel knew that tone in his voice and Spidey open up the airlock on the jet and Gwen shield up and Spidey wall crawls on the jet in outer space with his suit gives him unlimited oxygen in space suit mode as he open up the hatch and goes in the jet's system and he repairs that thing really fast and the jet runs smooth again as Spidey smiles under his mask and gets in the jet as crawls into the jet and webs the doorway of jet and yanks up and the airlock closed off and Spidey crawls on ceiling as Gwen shielded down and Spidey notices someone was looking on him and Diana glares at Spidey but Spidey gives her the Randy Orton glare with viper like eyes and Diana asks Spidey why did you did that and he replied the freakin' jet compensators were loose and I had to repair that so the jet runs smoothy and Flash justs shrugs and Peter asks Spidey what else your suit can do and Spidey looks at Peter and tells them that this suit is pure nanobot tech and not to mention it's a space suit, static proof, fire proof, and scuba suit with the suits advantages in unlimited oxygen and stealth mode and has different visions mode like night vision mode, thermal, x-ray modes. Peter, Steel, Diana, and Flash just jaw drop by Spidey's explaintion of the suit and Flash shook his head, when they landed Peter, and Spidey and his gang and Steel offered to stay behind while they tried to completely fix it any future problems in the jet. It was kind of nice actually.**

**Spidey, Peter and Steel got to talking, mostly about science and stuff and they were both surprised at the kind of knowledge both of them had even with Spidey, in fact neither one said it, but they both of them felt a little more at ease with each other since they seemed to have that in common. In fact they both thought it was nice to meet someone that could hold a conversation about the kind of stuff they were in to.**

**It had taken a couple of more hours but they eventually got it fixed up. "Well...that was a nice little project. You know maybe I should become a mechanic? I mean if I can fix this thing a simple car engine would be easy." Spidey and Peter said making a little joke.**

**"Yeah, you could have a one hour or less policy." Steel said in good humor.**

**"Well we're going to get a drink, how about you?" Spidey asked the big metal man.**

**"I think I'm going to see if I can repair my armor, one of the joints has been acting up ever since the fight."**

**Peter shrugged. "No problem, see ya around big guy." He waved him off and went too see on how the others were doing. So far Superman, Hawkgirl and Batman were still out on a mission, but someone said that Green Lantern's team was back, but not exactly in good shape.**

**He heard that both Captain Atom and Green Lantern were in the medical wards. He didn't know Atom so he decided to check on John with Spidey and the gang. When they saw him in a chair with Supergirl looking at what Spidey, Ariel, Peter, 2nd Peter and MJ, Altair, Ryder, Eva, Chuck, Odette, Ben, Gwen, Kevin, Cassie, Sonic, Bee saw was a suit that just moved and gave the thumbs up sign was a new one on him. They walked up to John and saw how beat up he looked. "Man John, what happened? Hawkgirl asked if she looked fat in her uniform and you said yes?"**

**They noticed how Kara looked then and knew something was wrong especially when turned and left. Spidey and Peter looked to John. "What happened?" John told them about the second giant nuclear robot in South Korea and how it all went down and how he told Kara how she had acted.**

**John looked at Peter as they looked through the glass. "Well...aren't you going to say I was hard on her or something?"**

**"No...because you were right." Peter said in a low voice and they went to find her. They knew John could be a little harsh at times, but Spidey and Peter also knew that John always was like that because he knew someone had to say what needed to be said. Spidey and his gang and Peter eventually found Kara in the mess hall sipping slightly at her drink and looking not so good.**

**He sat down next to her while Spidey and Ariel sat down next to Peter while the gang stand up behind Spidey and Ariel. "You alright?"**

**"Yeah...well...I don't know...I kind of messed up out there, I mean look at what happened to John and Captian Atom." She looked at them and they could see how bad she felt about it.**

**"Yeah well...we all screw up." They looked around then Peter leaned in close. "You see the first time I went up against the Kingpin I thought was all that, and you know what happened to me?" Kara shook her head. Spidey and his gang knew that story all too well. "I got the crap kicked out of me, my mask pulled off and then they just threw me off the building like I was trash." Kara was shocked by that. "Luckily he didn't just kill me, or took the time to find out who I was...but...well that was my wake-up call, and what happened to you today was yours. It's times like this we learn that what we do isn't a game and there are consequences and people will get hurt."**

**Kara sat there thinking about it. "Was there any way I could have learned about that without everyone getting hurt?" She asked him.**

**Peter shook his head. "Not easily or with the same impact, it sucks I know, but sometimes we it's the only way a lesson can be sent home."**

**Peter woke up in his new bed at his new place sharing with Spidey and his gang. He couldn't refer to it as home...not yet...and he wasn't sure if ever. He was still in a white T-Shirt and boxers and was under the covers as he looked up into the ceiling. He sighed to himself wonder about his life again. "Penny for your thoughts?" Came a voice so familiar his heart stopped. He looked over and there she was...MJ.**

**He just stared at her seeing her beautiful face, her green eyes and shoulder length red hair, wearing nothing but an old shirt that of his that she wore when she stayed for the night. He remembered how after they started sleeping together, when they became lovers and not just a couple that had been dating for two years. She had taken it had told him how she always wore it at night so she felt he was always there with her. He looked a her now and she smiled at him. "Cat got your tongue tiger?"**

**He didn't say anything he just pulled her close and kissed her. It felt so good to actually hold her and feel her against him again. The sweet tasks of her lips, the smell of her hair the feel of her skin...god how he missed it so much. After awhile he pulled himself away tears falling from his face. "MJ...is...is it really you?" He asked hopefully. Then he saw the sad look on her face and he knew...he knew it was a dream, that he was still asleep.**

**"I'm sorry Peter...you know this isn't real...you know I died." She said sadly.**

**Peter just held her close the pain he was feeling was nearly too much for him, it felt like someone was tearing his insides apart, like someone was tearing his insides apart, like someone was tearing his insides apart, like someone was tearing his soul to shreds. "Please...please don't say that." Peter moaned crying his heart out. "I want this to be real! I don't want this to be a dream! I want my home back, I want my family back...I...I want you back."**

**He felt her hug him tight and felt her cry as well. "So do I Peter...but...you know that will never happen. Oh God I'm so sorry you have to go through this I want to be there for you, Peter you were the greatest love of my life, you were my life."**

**"So were you." Peter said his voice cracking from the overwhelming sense of pain and sadness. "I loved you so much...I still love you, and a part of me always will."**

**"I know...in another life maybe we could have lived out our lives together, maybe in some other world you and me worked out, got married and had a family. Know that I will always love you Peter...but you can't keep loving someone that isn't there...someday you'll have to move on."**

**Peter pulled back from her his face a river of tears his eyes filled with nothing but pain and loss. "I don't want to...please...don't make me wake up from this, I don't want to wake up."**

**MJ caressed his cheek. "I'm so sorry Peter...but you have to wake up now."**

**"MJ!" Peter shouted and bolted up in the bed. He quickly turned to where Mary Jane had been but there was nothing there. He fell back on to the bed and looking at the place where she had been he reached out with his hand to the spot and felt nothing but the coldness of the sheets. He slammed his eyes shut and his fist balled up taking some of the sheet with it and he cried, he just cried unable to do or think. He just felt the loss of possibly the greatest love in his life right down to his soul and all he wanted to do was let it out...all the pain...he just had to get it out.**

**After a shower he wiped off the mirror and looked at his reflection. He looked tired and worn out already, plus the look in his eyes...nothing but pain and loss was in them so he turned away from it. He was glad that at times like this he wore a full mask that hide his eyes, maybe if he ran into anyone today he would be Spider-Man and they wouldn't see it. Sure he was better then he was when he got here with Spidey and his gang...but two months was hardly enough time to get over the loss of your entire life and everyone in it.**

**He got dressed and Spidey got up early before he does and put after everyone eating their breakfast the two Peters and Spidey, Ariel went to the secret lab that was in the place and checked out the photos they had of last night. So far they had seen that Journal paper advertise for pictures of Spider-Men, Spider-Girl, Spider-Woman, Sonic The Hedgehog, White Angel, Black Ice, White Swan, Ben 10, Lucky Girl, Blade, Ghost Rider, Black Snake, and The Transformer (hero name for Bumblebee). After a week it seemed their presence was getting known in this city. Mainly due to the fact they were the only heroes in town. They gathered up the pictures and figured if it worked in his old life then why not in this one?**

**That and he needed the money they were starting to run out and he didn't want to ask Bruce for a hand. They got their jacket, Spidey put on his black hoodie jacket put his cap in his pocket as it hangs out from the back pocket and put on his hood which has the eagle symbol on the beaked hood like Conner Kenway style, zip up the zipper, Ariel gets her white hoodie on her and they have cell phones style cameras Spidey gave Ariel her own cell phone like his and she was pleased for that and she give him a peak on the cheek for the gift and put the pictures in an envelope and walked out the door. So far they hadn't met their neighbors but this level was reserved for people that could afford the top few floors, as far as he knew only four of the eight rooms were lived in not including their own. They walked to the elevator and pulled out his key that you needed to open it.**

**Security was kind of tight but they guessed that's one of the reasons for the high cost. Unless the guys that guarded the bottom of the private elevator had a person's name on a list you really couldn't get up there. Which was why Peter had put down the names off the main Justice League as well as Lois, and Kara but not Diana, Hawkgirl or J'onn since that would be hard to explain but then again they could fly up to the balcony.**

**Walking around this city brought back a lot of memories for Peter some good and of course some bad. The World Trade Center was still gone in this world just like in their owns and they saw that places that held special moments in Peter's life. Like a place in the Park he and MJ liked to go to, his old high school although it was now under a different name but the building was the same, and many other places. Yeah, this town was full of ghost for Peter and echoes of his past.**

**It was also here in this city he didn't feel so alien to this world, this was the closest thing he had to home, although incomplete...it was at least something. That and the fact that in his world it had been 2006 or 2013 in Spidey's world and it was 2004 now in this one that also got a little getting used to also. They made their way to the Journal and got in, the place looked just the same as the Bugle although they didn't notice anyone not even Ariel knew any of them, which was a little disappointing he had hoped that at least _some _of the people the two Peters knew had counter parts in this world. They made their way to the top floor after asking for the offices and they weren't surprised it was on the same floor. They got out the elevator on the top floor and it was déjá vu all over again.**

**It looked just like the Bugle that it was eerie. They walked over to a desk as Spidey and Ariel removed their hoods letting Ariel's hair drop behind the hood and holding it by the hood carrying it, Spidey's dark brown John Cena style hair short in the back and little long above the eyes as his hood sits in the back of him on his MMA elite jacket that used to have Betty Brant sitting behind it but now there was another girl, she seemed in a silk shirt with glasses and was typing something up. Her hair was in a ponytail and she seemed busy.**

**Peter was about to rethink this when the girl who wasn't much old then him or them must have seen them from the corner of her eye. "Can I help you?" She asked not looking from her work. Spidey, Peter, 2nd Peter, and Ariel figured her for an all business type and went right to the point.**

**"We got pictures here of The Avengers and we hear this place was looking for them." Spidey, Ariel, Peter, 2nd Peter were a little surprised when she stopped dead in her works and looked at them for the first time, she seemed to be studying them.**

**"We've already had a few people try to give us fakes that didn't match the description and were of poor quality. I worn all of you my boss has had it with those so they better be the real thing." She warned them.**

**Peter pulled out the envelope and pulled out the pictures and handed to Spidey and Spidey flicks them like playing cards without letting them let out his grip and showed them to her. "You tell me if you believe to see it to believe it?" He asked her and he grinned as she looked through them and when her eyes widened at a few of them.**

**She pushed an intercom button. "JJ you'll want to see these pictures I just got. They're of the Avengers and they look like the real thing." Peter and 2nd Peter mentally cringed at the name of JJ. That had been Jameson's nickname and of all the people he wondered what cruel fate that was screwing two Peters over again had that guy here too.**

**"Send them in." Said the voice and Peter looked a little confused that didn't sound like Jameson at all. Spidey, Ariel, Peter, 2nd Peter were waved in by the secretary and when they walked in through the door that said Editor on it he was expecting to see old JJ sitting there smoking. Boy was he way off. This was another man with silver hair, was about Jameson's age but his face had on a beard and he was in a suit, and had on a kinder expression then Jameson ever showed the two Peters.**

**The man stood up. "Well now, I'm Jonathon Jarrett and I take it ya'll got something for me?"**

**Spidey, Ariel, Peters nodded. "Yeah I'm Peter Parker sir, these are my friends Spidey, Ariel and my twin brother Peter Parker, and so far me and my brother are freelance photographer and we got these pictures to sell off." He handed them to him and watched as Mr. Jarrett looked them over. He seemed to look closely at the pictures and after a moment the two Peters were getting a little nervous but when the man smiled the two Peters felt a lot better.**

**"Well a four things first off." He started of. "First I'll pay both of you top dollar for this excellent work, secondly I want all of these just for me, no sense in you giving the competition any. Thirdly...I can see talent when it walks in through the door. You said you two were a photographer but what I see in these is nothing but a few professionals ever had and you're still kid for God's sake...that means you two got talent. How would you like a job?"**

**Peter couldn't smile any larger if he wanted to. "That would be great Mr. Jarrett...but what's the fourth thing?"**

**Jarrett smiled and leaned back in his chair. "That everyone here either calls me John or JJ, Mr. Jarrett makes me feel old son." Peter and Peter who the one with MJ tell he would like working for this guy, after a few questions Peter and the other Peter would start tomorrow and they went to the desk with the blond to ask for a pay check and forms to fill out.**

**The blond there smiled up at them and seemed more friendly then before. "Ya'll must really have impressed JJ. I don't think I've ever seen him hire someone so fast, but after seeing those photos I can see why." She handed the two Peter their first checks and they were surprised by the amount, they always knew their Jamesons had been stiffing him on it pay and this was a lot more then he earned there.**

**"Thanks...uh...sorry we didn't get your name."**

**She smiled. "It's Betty Jones." Peter and Peter gave her a little strange look and she must figured it was about something else. "If you make one Archie comment you will regret it."**

**"Oh no, it's not that, it's just that the last place I worked was with a secretary named Betty."**

**"Oh...alright then, see you tomorrow everyone." She told them and they smile and nodded and went to cash in their check into their account.**

**-In the after noon-**

**Peter, Peter, Spidey and Ariel had spent the last few hours web swinging throught the city. It was one of the few things that relaxed him, plus he and Spidey and his wife and friend also spoiled a few crimes too and kicking the crap out of some of those guys usually made him feel a little better too. They just gotten back and changed when there was a knocking at the door.**

**He was still feeling a little down, sure he had a job and all...but that dream was still haunting him and he ached for his old friends and lost loves, that and the lack of sleep and all the exercise of being Spider-Man was kind of draining him a little. Ben walked to the door and opened it up for Peter.**

**"Hey everyone how's it going?" Asked Wally West the Flash only out of costume.**

**Peter smiled a little while everyone else smiled, Wally always did try to make everyone around him feel better, usually through his jokes. "Hey Wally what are you doing in New York?"**

**He just shrugged and smiled at them. "I was in the neighborhood and thought I'd drop by." Ben opened the door for him to step on in and closed it.**

**"No offence but Keystone City is nowhere near New York." Peter told him.**

**Wally just shrugged. "Hey when you run as fast as I an China is just around the block to me." In fact Wally was just checking up on the gang but mostly Peter, he knew that Peter was still hurting and he wsa hiding it, in fact now he could see Peter's face and could see how he was really doing. "Hey man nice digs...Bats sure knows how to furnish a place."**

**Even though Peter wasn't in the mood for company they were glad to see Wally them and the others were their only friends in this world, and be honest it got lonely in this pig place to himself, He was used to having others around well of course with Spidey and his gang here he was not alone in this place. They and Wally talked mostly and joked around, and Peter told him of getting a new job. Wally of course was happy to hear that but after an hour Wally had to go. They were a little disappointed in that, Wally was good company and was like the immature older brother Peter never had.**

**Wally on the other hand also enjoyed Spidey, Ariel, Peter, 2nd Peter, MJ, Eva, Ryder, Altair, Odette, Chuck, Sonic, Ben, Gwen, Kevin, and Cassie (who join them as an early roomate from her high school graudition and her friend Cissie-King Jones join her too) and Bee, it was rare to find a bunch of people who appreciated and got his humor but from what he saw Peter could use a little cheering up. He swore Peter almost was starting to look as bad as he did when he first got here with Spidey and his gang and he resolved to help him out. After running back home, in about five minutes, he changed and got to the hidden teleporter in his apartment. When the League finally got his technology working every member had one placed somewhere were they could get at it. Luckily all those locations were locked out at the tower because no one wanted uninvited guests.**

**In the tower he quickly ran all over the place looking for only certain members. He found Superman and Diana talking to Supergirl. "Hey guys, can all three of you meet me in the conference room in about five minutes?"**

**"Sure...I guess." Diana said looked at the others. "What's this about?"**

**Flash just smiled. "Sorry but that's a secret." Then he was off. He managed to round up J'onn, Batman who had been talking to this sexy dark haired woman in a magician's costume that he couldn't remember the name of and found John and Hawkgirl together of course. After everyone had gather Flash filled them in on Peter and what he felt was going on with him.**

**These were the onlu people in the League that knew Peter was Spider-Man along with Spidey and his gang and the only ones to help. "You think he's having a relapse?" J'onn asked him. He hated to think that Peter was reverting back after so much progress.**

**"I don't think a relapse...it's just...I think he could use some cheering up is all."**

**"What do you suggest?" Supergirl asked him. Over the time she knew him along with Spidey and his gang she considered Peter one of her closest friends and wanted to help him out if she could with Spidey and his gang.**

**Flash smiled broadly after that. "I say we throw him a house warming party. I mean show him he's not alone in the world and all. Plus the guy could use a party too."**

**"I might not be able to do this." Batman said. "I could be busy...but...I could send a few others there if I can't make it."**

**Flash frowned a little, he knew Batman wasn't a party person, or much of a people's person, or personality either not to mention a workaholic...but he kind of hoped he would have showed up. "Well then, I got a plan and here it is." Unknown to them that a certian teen took a ride on the Flash it was Spidey in his Nanomech form listing in the plan for Peter.**

**-The Next Day-**

**Peter and 2nd Peter had just finished their first day on the job. So far they were assigned to a conference about a scientist that claimed he had proof of quantum universes. The two Peters of course was interested and the reporter they were with who was covering the story named Jason was having trouble following along. Peter and Peter translated for him and man they were thankful.**

**They got back to their penthouse and changed out of their costumes. So far there didn't seem to be any super villians in New York but he was fine with that, they saw enough of those guys during League missions. Peter has gone to the living room and he put on some jeans and a dark shirt. He couldn't but he was still in morning so he didn't really think about it. He walked out of his room and was wondering why it was so dark.**

**The shades were drawn down and the lights were out. He swore that the shades were up when he left and the sun was setting at the moment. So it was kind of dark. 'Great...now where the hell was that light switch?' He thought to himself while searching for the light switch. Then he thought he heard something from down the stairs probabley some giggling.**

**"Hey! Is someone down there?" Peter said. He jumped off from the second level to the other one, he was wondering why his spider sense hadn't gone off when the lights suddenly lit up and a whole mess of people yelled out surprise. After the small heart attack he saw everyone in civilian clothing that was a hero. So far he saw John, Clark, Kara, Wally, Spidey, Ariel, Ben, Gwen, Kevin, Sonic, MJ, Peter, Odette, Chuck, Altair, Ryder, Eva, Cassie, Cissie, and Bee in his big size, and even Barbara and Dick. He saw J'onn in his natural form and Hawkgirl in plain clothing that let out her wings and without her mask. It was the first time he saw her without it and he never knew how much of a babe she was under that thing and when he look at Gwen and Hawkgirl look like the same. She definitely made Black Widow a run for her money.**

**Even Diana was in plain clothing although he did notice she still wore her silver bracelets. He noticed Lois was here too.**

**"Okay...I give up. What's going on?" Peter asked them all.**

**Flash and Sonic suddenly appeared next to him. "It's called a party dude, and you're the man of the hour. You looked a little down so we thought we'd cheer you up." Peter didn't know what to say, he was at a loss for words, but he was glad for this though. During the party everyone had drink expect for Bumblebee he had motor oil and Wally had gotten snack food, J'onn made for the Oreos and pretty monopolized them. Everyone was talking and catching up.**

**Peter was on the the L-shape couch talking with Spidey, Ariel, Kara, Dick, and Barbara with Altair in seats across from them and Diana had another one. "I tell you I'm glad you guys are more tolerated in this world then in mine."**

**"How do you mean?" Diana asked him.**

**"Well...you see that group SHIELD I told you about. They keep taps on everyone with super powers and pretty much tries to either keep them under their thumb...or imprison them, without a trail or anything."**

**"You're kidding? What about non powered guys like us?" Dick asked leaning forward.**

**Peter scratched the back of his head. "Kind of the same thing...only they're more lenient. I mean the Ultimates on their Black Ops team has this woman named Black Widow and Hawkeye. Plus Hell's Kitchen had this called Daredevil."**

**"Daredevil? What's that guy like?" Kara asked him with an amused look on her face.**

**"Think Batman only in red." Peter said and everyone there got it. He also noticed how Barbara and Dick especially thought it was funny since they worked with Batman.**

**"Speaking of Batman, sorry he couldn't show up." Barbara told them. "Scarecrow was running around Gotham and he didn't want to leave with him on the loose."**

**Peter, Spidey, Altair, and Ariel were fine with that, they knew Bruce was the kind of guy that couldn't just let someone terrorize his city, and he also knew that if Bruce could have he would have been here.**

**"Altair notice the other day back at the tower that you went against a giant robot in Korea what was that giant robot of yours?" Diana asked Altair in a curious tone and Altair looks at Diana in eyes widen under his hood and Peter and everyone heard Diana asked about Barbara asked Altair she did mean about the an giant robot and Altair fish out his card that housed the Solar Streak express he show it to Diana and Diana now understand and Wally took look at the card and not to mention everyone look at the card says 'Travelion' and shows a gold, blue painted train with a red paint on the sides expect for the Roadburners v2 they knew about it and they asked Altair what does this train and Peter wondered the same thing and Altair is happy to explain about his Megazord.**

**"Listen up and listen good this card is known as Travelion by the name but real name is the Solar Streak Megazord summoned by this Solar Morpher." Altair tell them as pull out his blue and gold morpher ticket puncher and show it to everyone and they stared at in awe and Altair put it back in his belt pouch and went on the card. "Now the train is a magical express train and Peter you that report on the theory of quantum universes?" Altair asked Peter and Peter nodded and Altair smirk as held up the card in his tips of his fingers like a ticket. "Because my little friend that this train has the power of interdimesional travel my friend in terms that this...train...can...travel...through...dimesions. " Altair tells everyone in an teacher tone and Peter got surprised not to mention the same thing to everyone and they nodded and Altair puts back his card in his pouch. During the party Barbara got Kara alone for a moment and looked over at Peter and then at her with a smile on her face. She had never seen like this with someone before and was wondering if there was anything going on, that and she always seemed to talk about him at least once when they talked or got together. "So...is there anything going on with you and Peter?"**

**Kara was surprised by the question. "B-B-Barbara! He's a close friend!"**

**"I didn't hear a 'no' in there. Come on you got to admit it. He's a really nice guy, and cute too." She saw a look that Kara was giving her and decided that if she did feel anything for Peter she needed to do a little damage control. "Hey I'm just saying, besides he's a few years younger then I'd care to start dating with." But Spidey heard this with his bat hearing but his ears are normal and thinks up of a plan in his mind and he whisper into Ariel's ear and she smiled really sly like.**

**"True." Kara said to her then decided to get her back a little. "And what about you and Dick? Oh come on I know you still carry a torch for him, and I can see he still does for" Her friend said and Kara knew when the stop, it was too bad she really thought they were really cute together.**

**Lois was talking with Peter while this was going on. "So you're working at this Journal huh? How's that working out?"**

**"Pretty well actually, and with the help of the other Peter work is great, and believe me the boss there is a lot better then my old one." Peter admitted.**

**"The guy was not to pleasant to work with huh?" John said coming over with his arm around Shayera's waist.**

**"Trust me...you have no idea." Peter told them and Lois told them of the few things Peter and Spidey had told her, Clark and Spidey and his gang. It was a little awkward since she knew all about the League members and their identities but this was actually the first time she spoke to them face to face.**

**"If I met someone like that, they would soon learn the business end of my mace." Hawkgirl said, she really didn't like the sound of that guy and if someone slandered her like he did Peter that person had better run. "I can't believe you worked for a guy like that, especially all those things she just said were true."**

**Peter shrugged. "Not much employment opportunities for someone as young as I was, I'm still amazed I got this new job."**

**"And Spidey why you didn't tell us that your wife is a mermaid." Hawkgirl says. Spidey told her if you want it to see it yourself and Ariel heard that and everyone looks at Ariel and Ariel ask Spidey to carry me in your arms once I transform and Spidey nodded and Ariel jumps onto Spidey's arms and everyone looks at Ariel as she activated her Omnitrix scrolling through her aliens transformation until she came cross a tail fin symbol "Spidey is this the symbol the you told me about?" Ariel asks Spidey in a curious tone and he nodded and Ariel slams the dial down as the emerald green light englfued Ariel and feeling her dna changing into her mermaid form.**

**Her clothes disappeared and replaced with a purple seashell bra around her bust and chest and her legs come together and form in a bright green tail fin with her feet changed into fins and the fins around her hip showed up and the clothes weren't there and only showing her hourglass stomach body and the transformation was done.**

**As soon the light died down everyone deshielded their eyes from the light they stared in Spidey's arms was Ariel but now they see her mermaid form bright green tail fin, purple seashell bra without no clothes expect for her bra and they stared at her as Ariel was held by Spidey with her arms around Spidey's neck Gwen walked up to her "so this Ariel's mermaid form and in a way how used of Ben's verison of the Omnitrix to transform thatw way." Gwen says. She was right Ariel's Omnitrix was on her wirst with her Spider Morpher on her right wirst and Diana looks at the fins and everyone else were staring at her in a beautiful and Spidey sits down on the couch with Ariel in his arms and Spidey tells them that story back in Metropolis and in a few minutes they know about Ariel's merkind in Spidey's dimension and Ariel changed back after that.**

**Flash tried to get a Karaoke singing started but thankfully everyone got him to quiet before it was too late, and actually it had been getting late. After a few hours everyone knew that they goodbyes. Peter, Spidey and the gang thanked Wally for this since he find out it was his idea it was nice to know that in this world he had some true friends. Clark and Lois flew off back to Metropolis and they both wished him luck in his new job with the other Peter Parker.**

**Kara had to go back to Smallville and said she'd call them later that week to see how they were doing if they didn't meet up at the Watchtower. John and Hawkgirl both had rented a hotel and were going to go back, when Peter asked if they had gotten separate rooms the looked he got from them pretty much told him all he needed to know.**

**Dick and Barbara also had rented at a hotel to enjoy a little vacation in New York, in separate rooms of course. Diana took the teleporter back to the Watchtower as she had monitoring duty. Oddly enough J'onn was the last to leave. "I enjoyed myself, it is a rare thing when we get together like this." The green skinned alien told everyone.**

**Spidey and Peter smiled at the calm demeanor that he always seemed to have about him. "Really? We would figure you guys got together every now and then."**

**"Not really, also...we were worried about you and I can see that Flash's concerns were correct. Even I can sense the mood you're in...you're still not sleeping wee are you?"**

**Peter sighed as Ariel put down a few of the bowls used for the snacks. "Not really no...I...I'm just still adjusting."**

**J'onn placed a hand on his shoulder. "It's not easy I know...if you want...I could place mental barrier in your mind to prevent you from remembering your dreams...or nightmares so you can get some sleep, temporarily at least."**

**Peter thought about it, a good nights sleep would do him some good. "Thanks and I mean that I really do...but...I got to work through this...if it gets too bad trust me I'll come to you."**

**J'onn nodded and respected his decision. "I hope you don't need it." He turned and went to the teleporter to get back to the Watchtower. "Pleasant dreams." He said over his shoulder as he entered the secret room and it closed behind him.**

**Everyone smiled at the sentiment and got to work cleaning up. We wasn't until that they realized how they were to have so many friends that cared for him. He'd have to think of something to thank them all.**

**Peter and Spidey had just managed to get some free time and they were at the Watchtower with the gang looking over a few systems that needed upgrading and since Batman was a bit busy at the moment, they might thought they might as well do it since they were almost just as familiar with them as they were. Spidey, Kevin, and Peter had their head inside a consol replaceing a faulty chip that had burned out. Spidey's spider sense kicked in as a familiar certain green alien came up. "How goes things?" Peter was surprised by the voice and banged his head from being startled.**

**"OW! Damn it." They pulled out and Peter rubbed his head seeing J'onn there.**

**"My apologies."**

**Peter just shrugged. "Not your fault. Well we just finished up here and this should be operation once we close up." He told him, it had been fairly simple but it was nice work with his hands and help again.**

**"I meant your life." The Martian said to him in his normal almost mono-tone voice. "You seemed down a few days ago."**

**Peter just shrugged. "Yeah well...some days are better then others...but I'm getting better I know that and that little party of Flash's was exactly what I need and thanks again for all that big guy."**

**The green skinned Martian smiled a little and nodded. "What of your new job? Is that going well?"**

**"Oh yeah, I've met a few of the other people that work there and they seem like nice people and the new JJ sure keeps me and my 'twin' brother busy." Peter said humorously.**

**"I've been meaning to ask...was you former employer really as bad as I've heard?"**

**"Well...not at first but people can change in three years." Peter said remembering it all. "I mean we got the job there by just fixing up their web sight and got a chance to sell our photos there and make money too...but...things happen." J'onn nodded him to go on. "Well there was the Scorpion thing, that's where he founded a project to take out Spider-Man and created a super villian. SHIELD didn't like that one bit, and he was nearly thrown in prison but I talked to Fury and he was let go. Then there were the few times I spoke out against his slander of Spider-Man and at one point I managed to sell my photos to another paper for a little better press, since I was sick of all the negative things that the Bugle was putting out."**

**"He didn't like that, and I told him that I didn't like how he kept twisting around my photos...he fired me for that. It took two weeks for me to get my job back there but after that things were strained...there were a few other instances but I won't go into it." Spider-Man sat down in a chair while Spidey sat down on the control panel without set off any buttons on it. "Looking back on it, I'm kind of sorry all that happened...but there's nothing to do about that now."**

**"Some times we cannot control what happens in our lives and sometimes we have to take a stand on what we believe." J'onn told him. "It can cost us...but that thing you should ask yourself was, was it worth it?"**

**"I think so...yeah." Peter said thinking about it. "So...ya'll up for a snack break? I think me and Spidey saw some Oreo cookies somewhere." Everyone smiled even J'onn broadly and gestured them to lead the way, right after Spidey told Sonic to closed up the panel and he nodded and use his sonic speed quickly ran back and closed up the panel before they forgot about it completely.**

**In another part of the Watchtower Diana was in the observation deck looking out at Earth. No matter how many times she saw it she loved to watch it from here. Even the first time she was in space she had spent an hour watching the planet from a height greater then that of Mt. Olympus. It was a sight she would never have seen if she had stayed on her island, and many things too by coming to the outside world. This was one of the things she took solace in knowing she was banished from her homeland. At least in this way she could still 'see' home...just not close enough to make anything out.**

**"I was told I would find you here." Diana's eyes widened at the familiar voice and turned to see a woman with long blond hair, a golden Tierra with matching earrings and a necklace and wore white robes. "Hello daughter."**

**"Mother!" Diana hadn't seen her mother since Superman's funeral. She had come off the island to pay her respects to him and they actually managed to talk a little too. Luckily it turned out Superman had been sent to the far future and managed to come back too.**

**"I figured I would surprise you, I had Superman get me up here." She walked next to her daughter and looked out. It was amazing the things that were found in man's world, but she would never show it or admit it to anyone. "It's...good to see you again."**

**"Yes it is." Diana admitted she knew because of her status as Exile her mother had to keep a certain presence about her. "I take it this isn't a social call." Diana slightly sad that there was no way she would just come and visit without a reason.**

**"Yes. Because of resent events I've decided to let one of our warriors see the world so we know what is happening in the world. The Earth had become a much smaller place and more dangerous it seems. In the last few years invades from the stars have attack a few times, Hades nearly got released for good, Arestia's plague and other things, it seems the world has moved on and we've been left behind and we need to know what other kinds of threats there are in the world or things that could threaten us."**

**"So I picked a volunteer in fact the only volunteer to come to the outside world." She told her daughter.**

**"Just one?" Diana asked curious to that, she knew that her sister wouldn't like the idea of leaving home but she figures a few would take up the challenge.**

**"Yes, one. You see they would need a guide someone to show them how man's world works...that means that they would have to have you as a guide." Her mother Queen Hippolyta told her and Diana's heart sank at the news. That would most likely mean that her sisters didn't want anything to do with her.**

**"So who was it?" Diana asked depressed at the news.**

**"Me silly." Diana for the second time that day turned and was pleasantly surprised to see the one other person she one other person she missed the most from home. She was a young woman that looked a lot like her, she had long dark hair only slightly shorter but had the same eyes as her. She was younger looking and looked to be about nineteen. She wore a red one-piece suit with no sleeves and a plunging V neckline with yellow stars traveling up the sides. She had on black, a pair of yellow star earrings and similar silver bracelets like Diana's and wore a yellow belt with a similar yellow lasso on her hip.**

**"Donna!" Diana cried out and hugged her. "It's good to see you again little sister."**

**"It's great to see you too big sister." Donna said hugging her back. She hadn't the chance for this when the last time she had seen Diana and was glad for this opportunity. When no other Amazon had stepped forward she saw this as her only way to see her sister again and took the challenge.**

**Queen Hippolyta didn't show it but she was happy to see her only two daughters togehter again. "Well I shall be leaving now, I have to get back home...Diana...take care of your sister." She had wanted to say that she still loved her and wished her well but the laws said otherwise. Diana nodded but even she could see the look in her mother's eyes and knew that her mother felt that way even without words.**

**"It was good to see you again." Was all Diana could say, her mother nodded and left the room back to where Superman waited to help her back to the planet. Diana took one last look at her mother leaving and then turned to her sister Donna and smiled. "So...what do you want to see first."**

**"Are you kidding?" Donna said looking around the place. "I wouldn't know where to start." Diana laughed and nodded her head to the window and Donna looked out and saw the Earth for the first time in this way. "By Hera." She whispered seeing her world.**

**"My words exactly when I first saw it...it looks so beautiful from up here doesn't it?" She asked Donna standing next to her. Donna nodded silently captivated by the view. "So...why don't I show you around and you can meet some of my friends."**

**"Is it true that these men aren't as bad as the ones we used to hear about when we were younger?" She asked. It was always taught that in man's world things were not like there were on the island, how women were treated and some of the things men did.**

**"Yes and no." Diana told her sister. She herself had seen how some of the things they were told about weren't exactly true, like she one hear there are two to every story and the truth is in the middle. "No matter man or woman there are good and evil in both, but my friends are good people."**

**-Cafeteria-**

**Spidey, Ariel, Peter, 2nd Peter, MJ, Gwen, Eva, Odette, Kevin, Ben, Sonic, Chuck, Altair, Ryder, Cassie, Bumblebee and J'onn were eating in the large cafeteria. J'onn, Ben, Gwen, Kevin, Chuck, Odette, Sonic, Altair, Ryder, Eva, Bumblebee, Cassie were standing while Spidey, Peter, Ariel, MJ, 2nd Peter were sitting on a wall finishing up some drinks and J'onn had been telling them about his life on Mars. "Man we wished we had seen the place J'onn, it really sounded like a great place."**

**"It was." He said remembering the good times of his world. "There was peace and prosperity, art and culture was at its height...it is a shame all that was lost to the invaders." Peter and Bumblebee couldn't say anything to that, sure Peter and Bumblebee had lost their homes in a way but it was still there, for J'onn it was all and only he remembered any of it, almost like his people and culture never had existed in the first place. That thought was really making him depressed and he had enough of that for today. They about to say something to try and cheer his friend up when the door opened and they all turned to see Diana and what looked like almost a teenaged version of her.**

**Diana saw them said something to the girl and they walked up to them. "J'onn, Spider-Men, Spider-Girl, Spider-Woman, Lucky Girl, Blade, Bee, Snake, Swan, Ice, Ben 10, Angel, Sonic, Rider, WG this is Donna my sister." Both groups of the boys and girls looked at each other then to Donna.**

**"Uh...when...you...say...sister..." Bee changing through radio stations in his voice box began seeing with Spidey and everyone else seeing the resemblance and the fact all Amazons considered all women 'sisters' we wanted to make sure.**

**Wonder Woman nodded and smiled. "Yes by biological sister, we have the same mother."**

**"You never mentioned you had a sister." J'onn said looking at the young woman and he could literally see the resemblance they even had the same eyes.**

**"Oh really?" Donna said placing her hands on her hips and looking at her sister. "What? Were you ashamed of me?"**

**"Of course not, it's just that after...after my banishment it was easier not to talk about my life there...I'm sorry about that but it just hurt whenever I thought of home and never seeing it again."**

**Donna dropped her hands seeing the pain in her sister's eyes. "Oh...okay I can see that now." She said sorrowfully but then perked up. "But look on the bright side, I'm here now." Diana nodded and smiled, she was happy to have her sister back in her life, they already had her quarters right next to hers and she also would need some clothing too. But then the communicator that she and J'onn went off.**

**"Could all senior members report to the meeting room?" Batman said and then ended.**

**Diana looked at her sister then at Spidey and his gang. "Could ya'll show Donna around, while I'm away?"**

**Everyone nodded. "Sure thing matey." After she and J'onn left they noted that Donna was looking at them on the wall strangely. "Uh...yes mate?"**

**"How and why are you doing that?" She asked them seeing them stick to the walls. When she first saw them she was wondering if her eyes had been deciving her but they had been 'sitting' on the wall and they looked comfortable doing it too. When had called them Spider-Men, Girl, and Woman she wondered if they were half spider like the Minotaur was half bull, they did seem to have flesh like a man and woman but it was hard to tell with the red, blue and the others black, red, blue, the woman wearing red and golden suits they wore.**

**Spidey and Peter laughed a little at her comment. "Well like their name says they have spider powers, so they can pretty much do whatever a spider can, including stickings to walls." They jumped off it and the two Peters pulled down their masks, MJ does the same her mask, Spidey and Ariel masks come on by nanotech. "As for why...well...it's just comfortable. So where would you like to see next?"**

**Spidey, Peter, Ariel, Bee, Sonic, Ryder, Altair, Chuck, Odette, 2nd Peter, MJ, Eva, Kevin, Gwen, Ben, Cassie showed her around the place like the hanger, the gym they had, the medical areas and they answered all the questions she asked Spidey notices when she asked all the questions that was like his wife Ariel asked those question when in his world when she was a powerless mermaid but now she comes a long way becoming like him knowleadge in all things and boy did she ask. Donna was enjoying her time with everyone in Spidey's little group mostly with the Peter Parker in his Spider-Man costume from the Ultimate dimesion, he seemed very knowledgeable in many things and explained them to her without her feeling like a child with Spidey and his gang. She wondered if he was a scholar of some kind. When they got to one of the training rooms she looked around unimpressed. "All of you can train in this room? But there isn't anything here."**

**Spidey and Peter smiled under their masks as they look at each other and nodded. "Well it's not on yet, you can have someone in the control over there or voice activated it. You want to give it a try?" Donna grinned at him and nodded, they knew that she would, given the whole warrior woman things the Amazons were known for. "Computer...begin Spider-Man exercise, The Six."**

**The area shifted with a hologram and all of them were in a New York street. "The Six?" Donna.**

**"Yeah." Peter said all the humor left him, he had programmed this and a few other with villains of his world he hadn't shown others yet but he wanted to give the program a workout before he did that. "Them." He and Spidey said pointing behind her and she looked at six individuals.**

**Peter named them as they walked forward. "The bald guy with the lighting design on his shirt is Electro, the guy with brown hair and jungle clothing is Kraven the Hunter, the guy with the small dark glasses and the four metallic arms is Doc Octopus (Spidey really octopuses but not little one he hates bigs ones like Ursula), the guy whose body is partly sand is Sandman, the other guy in the strange orange suit with the strange metallic gauntlets is a replacement they got about a year after they reformed named Shocker."**

**Then she noticed he stopped at a scary looking on some kind of flying machine who was wearing some kind of purple cloak and had green skin and a horrid face that sent a chill in her bones expect for Spidey and his gang as the Roadburners v2's mascot Thunder was on Spidey's right shoulder and everyone gearing up for a fight Altair's hand on the hilt of his sword of sound elemental Air and Water, Ryder's Ghost Rider form show up, Ben sreaching for a alien through his Ultimatrix, Spidey and Ariel cracks their knuckles, Odette and Chuck glared at them, Sonic does the same, Gwen's hands lightning up with pink Mana, Kevin absorbed some other matrial to fight as his skin changed to silver skin, Bee puts down his mask plate and ready to beat up someone as Altair regrows Bee to his normal size as a giant robot, Cassie gets into a stance, Peter and MJ does the same and Thunder readys himself opening his wings before flight and ready to sound off the fight to begin. It wasn't a human face either and she remembered the tales of the Gorgons. "And him?"**

**"The Green Goblin." She could her the hatred in his voice and Peter had second thought when he thought about bringing him into the simulations...but he had to face this. He had to face the image of the man, no, the monster that took his life away from him and let's see how he likes when he faces the Roadburners v2 gang.**

**Thunder screams to the fight begin and the battle was set to the lowest level but Donna was surprised by how well these opponents fought but when they went against Spidey and his gang they sadly mistaking as they fought against Spidey and everyone else and Ben has transformed into Swampfire, the one named Electro seemed to call upon lighting like Zeus and the Sandman wasn't easy to deal with either, he kept shifting his shape all the time but Ryder and Ben used their fire abilitys to stun as Ryder uses his 38-30 lever action shotgun and transform it into hellfire shotgun. It wasn't until Spidey and Altair ripped open a hydrant and water hit him as Altair redircts the water on him with his sword of sound that his body lost it's ability to reform.**

**Doc Octopus was another matter, her bracelets were able to deflect her metallic arms but there was so many it was hard to keep up but Spidey took her spot and messing with The Whip was not a good thing as Doc Octopus shot him with his metallic but Spidey kept dodging with inhuman speed and the tentacles or arms called it Spidey brought his whip out and Spidey goes into dance fight mode as the Otto trying to grab him but Spidey goes into a beat of music as he shot his whip at him twister style giving this little shit a taste of his own meds. Meanwhile Peter, 2nd Peter, and MJ dodged attacks from Green Goblin who was in the air and ground attacks from Shocker. They managed to take out with a strong kick to the chest. She flew out of range of the arms as Spidey kept shredding him with his whip which it was made out of indestructible kangaroo hide it's waterproof, can't teared and couldn't help but how they fought. Spider-Men, Spider-Girl, Spider-Woman and everyone else fought with a speed and grace that any Amazon would be jealous off, but she realized she shouldn't have been distracted but Ariel notices her in the moment and notices a pumpkin bomb was about to hit her in the back and Ariel quick draws her own whip and flick it forward as the whip wrapped around Donna's stomach and Ariel yanks her away from the pumpkin bomb as it exploded to the ground. Ariel unwrapped her whip around her stomach and Ariel puts back her whip.**

**She heard Spider-Man shout out to her but she couldn't make sense of it until Kraven was on her and had her in a bear hug. Spidey and Ariel gasps and Spidey runs up to him and engirluzl him to the head and he was stronger then a normal human but she was much stronger, she had enough of this and when he stunned she broke free of his grip, in fact when she busted out of his grab the robot's limbs broke off too and the hologram over the Kraven model vanished as the robot fell to the ground deactivated. "So that's what these things are." She said to herself, she was wondering why illusions could hurt you like that but went on with the battle.**

**After about fifteen minutes they had defeated the rest of them, she had admit it was quite a workout. She wiped her brow with the sweat that had formed. "That was very invigorating, thank you."**

**"No problem." They said to her and after Altair shrink Bee to human size they walked out back to the cafeteria for a couple of drinks. She was amazed at the cool and sweet flavor of the drink, and then noticed the three Spider-Man, Spider-Girl, and Spider-Woman only pulled their mask up, Spidey and Ariel had their done for them by nanotech along with the one in the green hood and white hood, black glasses, auburn haired girl, and everyone else without no mask or hoods as the ones with masks has their far enough to drink just between the nose and mouth.**

**"Why do you not take off the mask?" She was wondering if they were hideous under it or something, although from the tight uniform the three men and two women wore they looked human, in fact the three men looked very fit to be honest. Not exactly the classic Greek build she had seen in statutes and carvings but it was attractive nonetheless.**

**"Secret identity." He told her. "A lot of heroes have them in order to walk around without being noticed and it usually help protect their loved ones from harm so our enemies don't use them against us."**

**"I see. Does that Work?"**

**She noticed his mood had darkened a little with the way his body shifted. "It's supposed to...as long as they don't find out who you are but if they do...everyone you care about becomes a target and will get hurt or...killed."**

**She sensed that this was a painful subject so she changed it by asking them more about themselves as a person and about the world and how it was fighting along said her sister. She listened to them talk about something called photography and it sounded interesting to her and when she asked the Spider-Man in normal red and blue suit if he would show her this sometime he said he might be able to think of something. They asked her questions about what it was like growing up on the Island and she told them about the training and games she and Diana would play, those were the happy days in her life and a part of her missed those care free days.**

**They were so engrossed in talking that they didn't notice expect for Spidey's spider sense (sense danger but it can sensed people also) Diana walked up to them at their table. She had seen how well they were getting along and smiled, she had hoped that she would start making friends and she was glad to see it was Spidey and his gang along with Peter, they were a nice group and it would do all of them both good to meet each other. "Sorry it took so late but we had a lot to talk about and we had to wait for Superman to take mother back home."**

**"It's alright sister, I've been enjoying my company with Spidey and his gang (Peter called Spidey as an nickname to his real name Spidey)."**

**"Same here, you're sister a really nice person, kinds reminds us of you actually." Ariel said said smiling her mask still up by nanotech.**

**"Well then, why don't we get you settle in then Donna?" Wonder Woman turned to her sister. "It's getting late and we need to see what you will need so we can get it tomorrow."**

**She nodded. "Very well." Donna got up and smiled at Spidey and his gang mostly at Spider-Man not with MJ. "It was nice meeting all of you, I hope to speak with all of you again."**

**"Oh we'll be around and maybe we can introduce you to a few others people we know here too." They replied. The two Amazon sisters walked away and Donna was still thinking about her day so far. There was so much wonder here and she couldn't wait to see more of the cities, they only saw a little of the place called Metropolis on their quest for Superman, who seemed nice enough, and she was looking forward to the next day.**

**She was also wondering if she would see Spidey and his gang and Spider-Man tomorrow too, they weren't like the men she had heard about and they treated the women in that gang pretty great because they worked together as a team and mostly the two in black, red, and blue with web capes suits they treated them like their family, the opposite in fact and Peter has intrigued her. He seemed to be both scholar and warrior but Spidey and his gang like both Spider-Man, a rare mix and they were wonderful company too, a small smile formed on her face as she wondered what he looked like under that mask of his along with Spidey and his gang and also if she would ever see their or his true faces.**

**She was chasing him, a man in a white lab suit, a scientist. He was scared and he ran but she knew that there was no escaping her. When he was cornered she stood over him, he begged and pleaded with her but she just grinned at him. Then her eyes took on a red glow and he looked wide eyed and terrified and he let out one last scream as she blasted him and he started to burn and she continued until here was nothing left but charged remains.**

**Kara shoot up in bed with a gasp and sweat coming down her forehead. It was the same dream she had been having for the past few days and it terrified her to no end. She looked at the clock and it said 1:52am. She pulled her knees to her chest; there was no way she was going to get some sleep now. She had to talk to someone, about this. She hadn't told anyone but this was getting terrified of going asleep and she had to talk to someone. 'But who? Jonothan and Martha are asleep, Babes would most likely be working late, Clark would talk her ear off would up about this.' She did love the big guy but hated how he treated her like a kid...there was only one group but she wasn't sure if she should call him in that group.**

**She looked at the phone beside her bed and bit her lower lip and she knew if anyone would be able to make her feel better and might understand they would. She picked up the phone and dialed their number, she also made a mental note to pay for this call, long distance calls were kind of expensive. She heard it ring and after a few seconds she considered hanging up then she heard the phone pick up. "Hello? And if this is a solicitor you're going to die." Peter said sleeply.**

**They had just gotten to bed an hour ago and was wondering who was calling him at such an hour.**

**"I...I'm sorry, I'll call back later..." Kara said and started to put down the phone but stopped when she hear him call out her name.**

**"Kara?" Peter sat up in his bed with the cordless phone in his hand that he took from the next to him nightstand. "What's wrong?" He and Spidey and his gang knew her well enough that she wouldn't them just because she wanted too. Sure they talked on the phone, e-mailed and talked to each other on the Watchtower but a call in the middle of the night was never a good thing.**

**"I don't know..." She nearly whispered to him. "Peter...I...I've been having these dreams...I'm...I'm killing in them..."**

**Peter was silent for a moment and told her to tell him the dream in detail, after he heard that she had been having the same dream over and over again he could understand why she sounded so shaken up. "Kara listen to me." He said softly to her. "You're not a killer, I've met and fought people that were. You're _not _that kind of person, I don't know what's going on but if you want some help me and Spidey and his gang are there for you. Also there had to be a reason for this...tell you what me and Spidey and his gang be up on the Watchtower in two days, I got this thing requires the help of Spidey and his gang and we have to cover out of town but when we get back we'll figure this out...okay?"**

**Kara listened to him and felt better knowing they would help her, but she couldn't take this anymore and would have to ask a few others at the Tower to help her, maybe when they get back they can still help but at least they were there for her. "Thanks Peter, you're...you're a good friend you know that?"**

**Peter smiled on the other end. "So are you. We'll talk to you in two days okay? Oh one last thing Kara during these two days can you watch over Thunder for us?"**

**Kara smiled a little she wanted to talk some more to help ease her mind but this was an expensive call. "Alright, see you later and I will watch over Thunder for you." She heard him say goodnight and she said the same. She put the phone down and she heard a peak on her window and she float up to the window trying not to wake up her grandparents and open up the window for Thunder as he flys in and lands on the footstoll of the bed and she patted him on the head and he screams quietly saying he likes it and she floats back to the window as she closes it and floats back to the bed and she tells Thunder good night and he nodded his white head and tried to get back to sleep, normally it was hard but after hearing Peter's voice and having Thunder over here she felt a bit better and wondering how he got over here so fast and she find out in two days as she sleeps.**

**-Two Days Later-**

**Kara was still in her Supergirl uniform sitting on a building in Metropolis with Thunder beside her. She was thinking about everything that had happened in the last two days. She and Thunder found help with Green Arrow and this guy named The Question was a strange one, he had a smooth face with no features but somehow the guy see, hear and talk. Even without eyes, ears and a mouth. He also wore a blue trench coat and hat and with paranoia that made Batman look normal.**

**Together they found out that those dreams were from her sharing her mind with someone else named Tea or Powergirl. She turned out to be a clone of her in something called Project Galatea. She still didn't know how they managed to make a clone of her, when Luthor tried it with Superman the only survivor was Bizzaro.**

**Her clone was perfect. It looked just like her only with much shorter hair. Plus she wore this all white uniform that showed off show off her cleavge. Kara guessed it had to be a guy that came up with that look for her. Of course it turned out that the cloing of her was part under the orders of that General Hardcastle guy. When she had been taken into custody when Superman had been brainwashed they had helped themselves to her DNA.**

**She guessed that after all those years someone must have found a way to make stable clone then Luthor but they used her clone to be some kind of super assassin or something. Then she had to fight basically herself with a little help of Thunder...they were at this base when it exploded and she guessed that her clone was killed in the explosion. She talked once more with Professor Hamilton and she had Thunder with her on her shoulder. They had talked to him earler and he seemed different, in fact he seemed different even since that day Superman was 'turned' and while thinking on things he was only person Clark and her had trusted the most with all things related to Kryptonian techology and physicology as well. Maybe spending all that time with The Question was starting to rub off on her but she couldn't help but wonder if Hamilton had lied to her. He was supposed to be a friend and now...She wasn't sure if she could trust him anymore.**

**She liked him too and that made things harder. He had been a nice and close friend but if anyone could figure out how to make a stable clone then he was at the top of the list. She was going to tell Clark her concerns as soon as she could...but at the moment she just felt so betrayed and...violated.**

**A part of her was taken from her and used to create someone that was used by others for their own agendas. She felt sick to her stomach and was wondering if Spidey and his gang and Peter were back yet. She really needed to talk with him, She remembered the whole Carnage thing he had told her about and figured if anyone knew what it like to have something like that happen it was him.**

**She and Thunder flew into the sky and headed to New York. It was getting late but she figured if either them wasn't still up Spidey and his gang and Peter would be getting back. After an hour of flying she and Thunder made it to their balcony and opened the French door letting Thunder in as he made it to a bird stand of his. She knew they never locked it, how else would they get in and out all the time not to mention it was so high up it wasn't like someone was going to break in. She walked in and closed the door behind her. "Peter? Spidey? anyone here?" She looked around but they didn't seem to be in. She hadn't been here since the party they had and the place was still devoid of anything personal, no pictures or little things like posters or personal touches but then again they arrived here with just their suits, without clothes, and with clothes so she wasn't surprised by that.**

**'They must still be out.' She thought and decided to wait for him. She went to the living room on the bottom floor and curled up on the couch watching TV. She didn't care what was on or was really watching she was just passing the time. She wasn't sure when but she heard Thunder screams and the front door open and saw Peter walk in with a suitcase behind him Spidey and his gang.**

**They stopped when they saw her sitting there. "Hey. Not that we mind company but what are you doing here?"**

**Kara sighed and Spidey knew this was going so he motions his gang to get to their rooms and they nodded and they get into their rooms quickly. "Well you know those dreams?" When she saw him nod she went on. "Well...I couldn't wait and I started to look into it..." Peter sat down next to her as she told him about Tea and everything about it. Peter knew what she was feeling from his experience with Dr. Conners and that Carnage creature although he was glad she hadn't gone through what he had and having Tea kill a lot of people and someone close to her, but still.**

**"I just feel so...so...damn it! I'm the good guy; all I do is help people and what does that General do? He takes a piece of me and clones me...I...I feel so..." Kara was feeling a lot at the moment, anger, and rage but mostly how she was betrayed and used.**

**"I know." Peter said putting an arm over her shoulder her hugging her, she leaned into his arms and felt a sense of peace in his arms. "I'm sorry we weren't there for you." He wished they had been she obviously was taking this hard but that was understandable.**

**"I know you and Spidey and his gang would have been there, but I'm glad ya'll here now." She said to him. "Ya'll always were a good listeners and I feel comfortable around you and them but mostly with you, plus...you just have this way of making me feel better."**

**Peter smiled even though her head was on his shoulder and couldn't see it. "Thanks Kara, and let me say you've done same to me. Remember when me and Spidey and his gang first met and we just talked on that barn?"**

**She smiled at the memory. "Yeah I do, I don't think I've ever opened up that much before."**

**"Same here...maybe we just saw something in each other that we could trust each other."**

**"Maybe." She told him, she was feeling more relaxed now and all the emotional drain she was going through was starting to make her feel tired.**

**"Well you're one of my closest friends Kara and let me tell you, me and Spidey his group always be there for you if you need it...Kara?" He looked down at her and looked more closely and suddenly saw that she was sleeping. He nearly laughed but just smiled and shook his head and gently picked her up. Spidey opened the door to the guest room as Peter carried her to the guest room and placed her on the bed. He removed her boots and Ariel help him as she tucked her under the covers. They were careful not to wake her and Ariel went back to her husband and Peter gently stroked her golden hair. "Sweet dreams Kara." He whispered and he turned before he could see a small smile, as she got more comfortable in her sleep but Spidey and Ariel saw that smile on her face and they shook their heads in yes.**

**Everyone nearly went to bed too but realized Peter should call the Kents and tell them where Kara was. He picked up the phone and called them. "Hey Martha, it's Peter...Yeah I know where she is, Kara is at our place...yeah well she fell asleep, see something bad happened-no she's fine, well physically at least she just needed to talk to someone. She's in the guest room we figured she needed to get some sleep so I just called to let you guys know where she was."**

**Peter heard the older woman sigh with relieve. "Peter...how is she really?"**

**He didn't know what to say. "We think she just realized just how cruel the world could be...but she'll get over it, she's a strong girl."**

**Martha laughed. "Not to mention spirited. Take care of her Peter and tell her to call us in morning alright?"**

**"No problem talk to you later."**

**-The Next Morning-**

**Kara woke up in a bed she didn't recognize wondering where she was. She pulled off the covers and found she wasn't wearing her boots and got off the bed. She noticed her boots by the bed and slipped them on and walked out the door. She saw she was Spidey and Peter's place and realized she must have fallen asleep. She smelled something cooking and floated down to the lower level to the kitchen and saw Odette, Peter, Spidey, and Chuck there. They looked over their shoulder and smild. "Hey, morning sleeping beauty."**

**"Morning." She smiled sheepishly. "Thanks for last night...and for the room."**

**They laughed. "Not a problem. Spidey and Peter placed some pancakes for her to eat remembering how she said she loved that. She smiled hungrily at them and poured some syrup and started to dig in. Ever since she first woke up on this planet there were certain things she loved and the first time she tasted pancakes was one of the greatest things she had ever eaten. Kryptonian food had a tendency to be bland compared to Earth food.**

**"Oh by the way, I called the Kents last night and Martha said for you to call her."**

**"Oh crap!" She said with a little bit of food still in her mouth. She swallowed the rest of it and looked for a phone. Odette took a cordless one off the wall. "Thanks!" She told her and then thought of something. "Hey Peter you mind if I shower before I leave really need to wash up after last night." Spidey, Peter, Chuck, and Odette could still see a few places of dirt from her brawl with Tea.**

**"Yeah but do you want anything other to wear? We mean your uniform is kind of messed up." They said noticing the creases and a little grudge from battle his own uniforms had known through the years.**

**"Maybe." She looked down on it. "I but I got to get back to Smallville so I guess I'll change there, but thanks."**

**They nodded and Peter went off. "Well I already ate so while you talk and finish up I got to shower myself and get to work." She nodded as she dialed in the number and Peter was thinking about getting a special service for long distance calls if this kept up.**

**Kara had managed to ease Martha and Jonathon and quickly quickly finished up her breakfast before it got cold. She went to her room and found a towel already there and smiled at Peter's helpfulness. She undressed and wrapped the towel around her torso like only a woman seems to be able to do and opened the far door. She figured this was the bathroom since the closet was on the other side of the room and walked in and gasped before blushing.**

**It was the bathroom but what Peter forgot to mention was it was a shared one with his room and he had just gotten out of the shower and had a towel around his waist combing his in the mirror he saw her in the mirror and spun around. He had forgotten to tell her about that the two rooms shared this but he figured she could either still be eating or talking an hadn't thought she had speed through it all with her speed.**

**Both teens just stared at each other blushing red. Peter couldn't help but notice her figure and her legs while stared at his upper body and how well defined it was, and the small scars here and there. She snapped out of it first. "I-I I'm _so _sorry." She said quickly and slammed to door shut.**

**After a few minutes there was knock on the door. "Uh...Kara, the bathroom is free and I'm, uh, heading out."**

**"Sure, thanks." She called out not ready to meet his eyes. She never felt so embarrassed in all her life and she knew she wouldn't be able to look Peter in the eyes for awhile after this episode. She checked the bathroom just in case and walked in seeing it was empty and threw the towel aside and stepped into the shower. 'Oh god I feel like such a moron.' She thought as she felt the warm water hit her skin.**

**It also dawned on her that the both of them had nearly seen each other naked and the thought was both frightening and yet...she pushed _that _thought aside. There was no way she was going think of Peter in that way, he was her closest friend, well male friend Babes had that demartment covered for her female friends. Then why was it she kept thinking of Peter's bare chest and why was her heart racing when she thought of it?**

**She decided to try and avoid him possiblely Spidey and his gang for a few days just in case but if only she that Spidey and Ariel had that smiliar accident in Spidey's world when they became humans that day.**

**-Across New York-**

**In a science lab run by S.T.A.R. Labs was the work place of Dr. Steven Smyth. He was a man who believed he had found a way to prove the quantum theory of other realities existed. He was a man in his mid thirties with glasses and a shaved head, and he also had a goatee. The only other person was a woman of about the same age as him with shoulder length curly blond hair. She was Dr. Debra Steward his research partner and the one who helped him with designing his machine. He knew without her he would never have gotten this working.**

**To one side of the room was a glass chamber and built around it was a great machine with many parts and controls set up to it by thick cables. "Is everything ready Debra?" He asked over his shoulder at one set of controls.**

**"Yes, Stephen." The two of them had worked together for over two years on this and they were close in fact they had become closer then just friends after the first year and both agreed that they didn't have any regrets. "Are you sure we're ready for this? I mean the last time we tried a control burst it wasn't too controlled."**

**He nodded. A few months back they had tried this before and failed in fact they blew out the original device but this new version was better then that one. "We've come a long way since then and I know we can do this." He assured her.**

**"Alright, I'll be sure to put that on your tombstone." She joked as she started up the machine. They watched as the power levels rose and they calibrated it to adjust for the flow of energy. The chamber started to glow as they tried to actually take matter out of another reality. "Power spike!" She shouted as alarms went off.**

**They worked furiously at the controls. "Something's wrong! We're getting more mass then we expected! Emergency shut down!" Stephen shouted out and she hit the abort button. As the power was cut the glowed died down and both looked to see if the chamber was breached but were shocked by what they saw.**

**"Oh God." She whispered. In the chamber was a man. They ran to it and opened it up. Stephen placed his lab coat over him since he was naked and checked to see if he had a pulse but the man groaned. The man had a squared face and short brown hair. When his eyes fluttered open they saw that they looked damaged in some way.**

**"Did…did we do that to him?" She asked him seeing his eyes.**

**"I don't know." He said in both excitement and worry. They had just taken a person out of another reality this was amazing, but it also meant he might not live if the transportation was killing him. "Can you hear me? What's your name?"**

**"My name…" He said weakly. "My…name…is…Octavius…Dr. Otto…Octavius…" He fell unconscious at that point.**

**Both scientist looked at each other. "We need to get him to the med lab, but what do we say?" She asked him worried.**

**"Nothing…for now." He said seeing her look. "If word gets out about this one of two things will most likely happen, they'll shut this down or the government would most likely love to get their hands on this. I mean we were just trying to get matter not take someone and maybe even make a damn doorway to another world."**

**She thought about it. "Alright…for now until we know more, we'll say he was helping us and there was an accident or something but Stephen promise me…if things get out of hand we blow the whistle, we've spent over two years of our lives in this and I don't want to see it taken from us anymore then you, but I don't want to risk our lives or anything else important in this either, promise me that."**

**"I promise, help me with him." He said as he grabbed his upper body.**

**-Secret Location-**

**In an underground base there was a gathering of super villains. At a planning table was the newly reformed Secret Society. At the head of the table was Gorilla Grodd a large dark haired ape from the hidden Ape City. He was their only criminal and outcast who was a super genius by human or ape standards.**

**There was Giganta a tall beautiful red head in a pink toga with the ability to grow in size. She had been part of the first Society. There was also Killer Frost another original member. She was a pale Goth girl with a blue costume with ice powers, and dark hair spiked down over her face that ended right before her eyes. She was here because she enjoyed killing and knew she would have plenty of opportunity with the Society again.**

**Another old member was The Shade. A skinny man in black and gray clothing with a black top hat, cane and glasses. His power was to make living shadows that engulfed and blinded others. He wasn't sure about coming back to this since every time he had joined with a team they normally got their butts kicked and was sent back to prison.**

**Two new members were Livewire. The woman was pale with spiked up light blue hair and skintight black body suit with a lightning bolt cut down the center of the chest on the suit. She had electrical powers and a wild behavior. The other was Deadshot a mercenary with a red and silver body suit, full mask with targeting enhancement over his right eye and weapons on his wrists and belt.**

**"I'd like to thank you all for coming and for those of you trusting in me enough to try the Society once more." Grodd said to everyone at the table.**

**"Well I'm still not sure about this. The last time even though we nearly did defeat the League, now in case you haven't noticed ever person in a cape, tights or spandex is now a member." Shade said to him.**

**"I'll admit that taking on the entire League would be normally impossible." Grodd told him. "But if you can not confront your enemy directly then we must do it indirectly."**

**"What do you mean by that ape-boy?" Livewire asked him.**

**He scowled at her but continued on. "I once made a device that enhanced my mind to take over an entire city. But I have a better idea." He activated an image on a screen on the wall next to them. It was of a diagram of a machine. "This is a much more powerful version of that machine and with it I can target selected individuals anywhere on the planet."**

**"So what?" Deadshot asked him, he didn't really care he was getting paid but he was interesting in knowing what the job was. "You going to take over a country or something?"**

**"Nothing so cliché." He said to him. "With this I will control every single hero on the face of the planet. With them we can conquer the world and there will literally be no one to stop us."**

**"Using the heroes to take over the world huh?" Killer Frost asked and then smiled. "Kinky."**

**"So why do you need us?" Shade asked him. "Why not just build the damn thing already?"**

**"Because my good man." Grodd said to him leaning forward on the table. "There are certain items I need that I can't get to by myself. So I need your help in not only stealing the devices but also to make sure no one interferes with the thefts."**

**"So what's first on the list?" Deadshot asked him.**

**Grodd smiled. "I'm glad you asked."**

**-Central City-**

**An elderly couple visiting Central City was enjoying their time seeing the sights of Central City. "See I told you this was better then Metropolis." The man said to his wife with a camera.**

**"I know you were right Harold." She said to him rolling her eyes.**

**"Yes I mean sure they got Superman, but they also have super villains attacking that city all the time. At least here things are peaceful." The man said adjusting his glasses.**

**"Oh my, what in the world is that?" His wife pointed over at a building across the street, or where the building had been, it was now covered in a black substance. She got the camera ready taking shots of it as other people started to stare and watch. Then a side of the building seemed to explode out of the darkness sending debris across the street scattering a few of the by standers.**

**"So Central City is nice and quiet huh?" She snapped at him taking more shots. "If this was quiet we should have gone to Gatham." She snapped more photos as the members of the Society marched out of the darkness.**

**Giganta was over fourteen feet carrying a large machine over her shoulder the others were creating random destruction. "I hope you got all the cameras Shade." Grodd said over to him. "I'd would not want anyone knowing exactly who was behind all of this, if we want to pull this off we can't have the League or anyone else know that the Society is back and who are new members are."**

**"Why is that so important?" Shade asked he was still covering the place in darkness until they were out of range of the security cameras.**

**"Because you must know your enemy in order to defeat them and if they don't know it is us it will give us time, they will find out eventually but the longer they wonder who is responsible the longer it will take for them to track us down and I need all the time I cant get with this."**

**"Alright, alright I get it." Shade told him.**

**Livewire saw the couple with the camera. "Hey no pictures folks." She fired out lighting at the two of them and the old lady dropped her camera as they ran. Livewire laughed seeing the old couple run like teenagers.**

**"Livewire get a move on." Deadshot shouted out to her.**

**"Man you are such a killjoy." She muttered and walked back to the group as they made their escape with the device.**

**-Watch Tower-**

**Peter, Spidey, 2nd Peter were in their Spider-Man uniforms doing some work at the Watch Tower, mainly just a system check and to see if anyone needed a hand and along with Ariel, Odette, Ben, Cassie, Gwen, Kevin, MJ, Chuck, Sonic, Altair, Eva, and Ryder in their costumes and without clothes and Bee in his human size. It had been three days since the shower incident with Kara. They had spoken to each other but neither one had really looked into each other's eyes at the moment. Plus whenever he took a shower he kept on getting that image of Kara in a towel and that wasn't something he wanted to think of one of his best friends…wasn't it? He had to admit Kara was attractive-no! He wouldn't think of her like that, he wasn't ready…and…he wasn't sure if she felt the same and if she didn't that wasn't going to be healthy for their relationship. He liked her too much as a friend to ruin what they had…but then why couldn't he get her out of his mind lately?**

**At the moment they were just hanging out hoping for trouble to take his mind of things at the moment. At the moment there didn't seem much to do, a few teams were out taking care of a few details and Peter was wondering if he should take a few swings around Manhattan instead with Spidey and his gang.**

**"Spiders, Sonic, Rider, Angel, Swan, Ice, 10, Snake, Bee." They turned to Diana calling over to them, since the original league knew their name and had often called him Peter and Spidey his gang for most of the time they had known them they now usually referred to as 'Spiders, Sonic, Rider, Angel, Swan, Ice, 10 (Ben's group with Gwen, Kevin, and Cassie), Snake, and Bee' mainly because only a select knew of their real identitys and they weren't comfortable with the entire league knowing about them, there was too many people that could leek their real identity and from past experience he wanted to make sure who he told their real name to.**

**"Yo what's up Diana?" They turned to face the taller Amazon but MJ is the same height as her that looked like she should be modeling with those looks of hers. But if he what he heard from Flash was true then all of the women on that island was like that.**

**"There was a robbery in Central City and we've been called in." She informed them.**

**"I take it because we're being called in this wasn't a normal robbery." They stated as they walked along the halls together to the hanger.**

**She nodded her head not surprised, she knew that they were smarter then them let on at times and had learned to underestimate them. "It was a government lab but they couldn't tell us who it was."**

**"Why not?"**

**"Because the place was shrouded in darkness." She told them and Peter, Spidey and Ryder were thinking who or what could have done that. But she already knew. "There is a villain known as The Shade with that kind of ability but the equipment was too heavy for him to live it and it was too organized for just him to have done this."**

**"So a team operation then." Spidey and his gang nodded. "So who are you taking?"**

**"Us." Peter and Spidey looked to the entrance of the hanger deck to see Donna there along with Flash, Batman and this one guy he knew as Booster Gold. They hadn't meet him yet but the man with the winning smile, golden haired and golden and blue suited man with a star on his chest, had a reputation of being a glory hound from the 25th century. Now normally they wouldn't believe this but hell they was from an alternate dimension and was friends with at least six aliens and an immortal Amazon and a whole lot of other things. They also noticed his little golden robot Skeets. It was a small circular object with a scanner that looked like one big eye.**

**"Hey guys." Spider-Men, Spider-Girl, Spider-Woman, Sonic, White Angel, White Swan, Ghost Rider, Black Ice, Black Snake, Lucky Girl, Blade, Ben 10, Bee, and Wonder Girl the second said and looked over to Booster Gold who looked like he wasn't pleased with something. "Hey, nice to finally meet you…is something wrong?"**

**Booster just shrugged. "I was hoping for something more exciting or high profile then a simple theft."**

**"There's nothing 'simple' about this." Batman said coldly to him. "Whatever was stolen was top secret and most likely dangerous. Trust me, if action is what you want you'll most likely get it."**

**-Central City-**

**They used one of the Javelins to fly to Central City. Batman and Wonder Woman took the two front seats as Booster and Flash sat next each other and Peter, Spidey and his gang were sitting next to Donna. They noticed she had been looking at her sister and Batman with a curious expression. "Do my sister and Batman seem…close to you?" She whispered to them.**

**Peter, Spidey, Ariel looked at them and from what Flash had told them he said that Batman and Wonder Woman had something going on, or at least Diana wanted to and Batman either didn't return those feelings or wouldn't let himself feel anything. Peter, Spidey and Ariel had watched them closely and they had to admit that in the week they had been watching them he had to admit there did seem to be some chemistry of some kind.**

**"I'm not sure myself but I have noticed a few things, why? You know Diana better you see anything?" Peter, Spidey and Ariel asked her in a hush tone interested in any inside scoop.**

**She grinned at them. "I'm not sure myself, but I do know I have never seem my sister seem so interested before."**

**"We're coming in for a landing." Batman said unaware of the conversation going on behind him. They came down in the street next to the building that had been cornered off by soldiers. When they came down the ramp they saw the usual on lookers and reporters by the barricade and a man in an army uniform with captain bars walked forward.**

**"Am I glad you guys are here, it's a damn mess."**

**"What was stolen?" Batman asked as they walked to the building with a giant hole in it's side.**

**"It was a top secret project used for a certain Esper program, but that's all I'm at liberty to say." The Captain informed him.**

**"Esper?" Flash asked anyone to clarify that for him.**

**"People with ESP." Spider-Man, Spider-Man 2nd and Spider-Girl said to him.**

**"You know telepathy, clairvoyance, astral projection." Batman continued. "Governments have been experimenting with that since the Cold War." They walked into the science labs and saw where something was ripped out of the floor and cracks that could only be from footprints from some very heavy lifting.**

**Batman looked around the place kneeling down for clues. "Like we informed you the entire place was covered in darkness and we don't know who took the equipment." The Captain said.**

**"We already know who one of them were." Diana said.**

**"And maybe another. There are only a few people that could life something so heavy to leave imprints even partial ones in the ground like this." Batman said studying the cracked floor. "Booster, Spider-Men, Spider-Girl, Sonic, Spider-Woman, Ben 10, Lucky Girl, Blade, Snake, Ice, Swan, WG, White Angel, Ghost Rider and Bee check outside for anything useful they might have left something behind."**

**Booster Gold shrugged and Spidey and his gang nodded and they made their way outside. They looked around the outside of the building but nothing so they moved their way out to the street. Peter, Spidey and his gang saw a few of the people cheering and also Booster Gold playing to the crowd. He was going over and acting like a movie star, it really irritated Peter, Spidey and his gang that someone would use their abilities and status like that I mean sure in Spidey's world the people looked up to him as an Ultimate Hero he doesn't used the glory he does with his friends and brothers in something of important. They walked over to him. "What the hell do you think you're doing Booster?"**

**"Booster? I thought he was the Green Lantern." Someone from the crowd said causing Booster to glare at the direction. Then to Spider-Men, Spider-Girl, Spider-Woman, Sonic, Ghost Rider, White Angel, Black Ice, White Swan, Black Snake, Ben 10, Lucky Girl, Blade, and Bee but they sent their own glare meaning to you shut up. "Hey what's wrong with giving the people what they want? I mean if they want to show their appreciation let them."**

**"We're not here to play celebrity we got a job to do." Peter said sternly.**

**"What job? The bad guys are long gone and there's no action to show the world what I can do."**

**"Is that all that matters to you? Fame?" Ryder and Peter said angrily and Booster stepped up to him and Ryder and Peter could see their reflection in the visor he wore but one step up to Ryder and Ryder can quick draw his revolers in a heart beat.**

**"Look we all got reasons for doing this, why do you do it if it's not for the glory?"**

**"Because with great power comes great responsibility." Peter said to him and they walked off, they didn't want to say anything else until Peter calmed down. Out of all the reasons to become a hero Booster had chosen for all the wrong reasons. While looking around they saw scorch marks and looked at them.**

**He knew they were electrical, battling Electro for years made him an expert in the different kinds of scorch marks and which was electrical or not. He also noticed something in the gutter and noticed it was a camera. The lens was cracked and looked a little beat up but when he picked it up it seemed fine and noticed it was right across from the building.**

**'I wonder if whoever had this took pictures of the robbery?' Peter wondered. He took it with him back to the others.**

**-Watch Tower-**

**Peter, 2nd Peter were in one of the labs that had a photo development room along with Spidey and his gang. Batman had said that he should go and developed the film while he stayed behind with Diana to go over the lab again and Flash and Booster went to look up any information on any similar robberies lately.**

**Donna had also gone with them to help out if necessary and also to see how developing film was done. She was eagerly watching their every move fascinated by the process. Peter and 2nd Peter was also a little uncomfortable with having her so close but was glad their masks hides it well.**

**Peter and 2nd Peter had carefully checked the camera for damaged and saw that the film had been protected and luckily it had a manual rewinder for the film that just barely worked. He took out the film case and saw it dented but not breached so the film should be intact. The 2nd Peter got everything ready for the next part since that would be the hardest especially since he wasn't familiar with this place like he was this his set up at his place.**

**"Alright Donna we need you to turn out the lights for us so we don't miss our place here." Peter said.**

**"Alright." She said and went to the switched and turned it off. Peter and 2nd Peter with years of experience easily opened the canister and pulled the film. They treated it to the proper solution in a circular lightproof canister and went to work on it.**

**Donna waited patiently not sure what they was doing but heard them working. She moved closer to him whishing she would see in the dark and she could smell the chemicals But the 2nd Peter's spider sense goes off and gently moves out the way to the left to Spidey's side. "Okay Donna I-whoa!" Peter hadn't noticed she had moved closer and when he turned to face in her direction he had taken a step forward and before his spider sense warned him knocked into Donna. They both fell with Peter on top of her.**

**Donna was on below him and he sure could feel just how thin that clothing of hers was. It really clung to her frame and he gulped trying not to think about her body pressed up against him like that. "S-sorry about that."**

**"No, the fault is mine. I should have stayed where I was." Donna said although she could feel his body and he was harder then she thought and could feel the muscles more in depth now and she had to admit, it felt nice.**

**"Uh…I think we should get up now." Peter said.**

**"Oh right!" Donna said quickly and was glad for the darkness so her blush didn't show. "HEY!"**

**"Oh God! I'm sorry I didn't mean to, I mean I couldn't see, I mean-oh man." Peter groaned if he had just touched what he thought he just touched, and boy did it feel like it, then this was worse then the Kara incident.**

**Donna although was surprised by that knew he wouldn't try anything like that without her permission or she would rip his offending hand off but if she did that she would face Altair's medical ways to repair if Peter's hand was rip off. She smiled at him in the darkness through imagining the reaction he was having. "In my culture when a male lays a hand on one of us like that without permission we cut off the hand. But I'll let it slid this time." She heard him sigh and nearly giggled at his reaction. "Next time just ask if you want to feel me like that."**

**Peter didn't know it was possible to choke without something in his mouth until now. He wasn't sure how to take that and he really didn't want to offend her, especially for a woman who could not only tare him apart but had an older sister who would finished off whatever she left untouched.**

**"Uh…let's get back to work." He said nervously as the 2nd Peter moved back to the spot. After some time they was at the point with the red light looking through the negatives they got printed out.**

**"This is most fascinating, is it hard to use a camera?" Donna asked standing behind them looking at the negatives over their shoulders.**

**"Not really I could show you if you want."**

**"That is good, I never was good at painting and capturing the world without a brush appeals to me. How about at your place you show me?" She asked with a grin and she enjoyed how he seemed to tense up, it was quite amusing.**

**"Uh…"**

**She frowned. "All of you don't trust me? Even though all of you trust my sister because I know she knows who all of you are but she hasn't told me."**

**"It's…complicated." Peter told her. "It's not easy for me to show people who I am, the people close to me are always the ones that get hurt."**

**She could sense the pain in those words and knew that those close to him had gotten hurt. "I can understand…I just hope I can earn all of each your trust one day, ya'll been very kind and understanding to me and I would like to call you friends if I may?"**

**"Actually, we'd like that…and we think we will be able to show you who we are…just give us time." Peter said softly and she nodded and smiled. "Hey, look at this." She leaned in and saw strange images of the building they had been at and of people but she couldn't make them out with the strange coloring.**

**Peter and 2nd Peter placed the negative on the projector and placed a plank sheet of photo paper and Donna watched in quiet amazement as the image was 'placed' onto the paper. Peter pulled the images and then dipped the paper in the solutions and hanged them to dray. "Well…looks like we got our guys." He and the second Peter said seeing the ones responsible for robbery.**

**"I'm sure the others will want to see these." Donna said looking at the ones she knew she would face sooner or later in battle.**

**Everyone gathered together in a meeting room to see what they found. Peter and 2nd Peter placed the photos on the desk. "Well I was able to get these, I'm not sure who a few of these people are though."**

**Flash took them and nodded. "Oh yeah that's Grodd, that looks like mostly his old Secret Society only with a few different members." He saw the look Peters were giving him. "Yeah I know lame name but they got a monkey as a leader so go figure." He shrugged at the end then went back. "Let's see…there's that Giganta babe. Killer Frost, man that girl gives me the creeps. There's The Shade, man you'd think he'd learn his lesson by now I mean honestly that guy has been in almost every super villain team and they all get beat."**

**"Get on with is Flash." Batman said in a slightly annoyed tone.**

**Flash got back to it. "Okay so the new guys seem to be Livewire, great that girl is just nuts. And finally that mercenary guy, what's his name? You know the one that tried to kill Aquaman."**

**"Deadshot." Batman told him. "He's a mercenary and trained to kill, remember how hard it was to capture him?"**

**"Oh yeah…man that guy is going to be fun." He said sarcastically.**

**"So what did you guys find out?" Diana asked Booster and Flash.**

**Booster decided to answer for them. "Well it seems that there have been a few other high end items. Skeets, what are the possible machines that could be made from that?" He asked his flying robot companion that he had. This was the thing that the robot was really made for, information. IT had a giant store of knowledge in its database and was suited for this task.**

**"I have calculated over fifty nine possibilities."**

**Booster's face fell. "You're kidding? Damn…this might be a little tougher then I thought."**

**"How about things that a super villain would want?" Batman suggested. "Try to focus on either something that could make lots of damage or control lots of people since that's his M.O."**

**Skeet took in all the information. "Six possibilities are left. One: Electronic Scrambler, Two: Power Sapping device, Three: Brain Wave Modifier, Four-"**

**"Wait, go back to number three." Batman interrupted. "That sounds more like Grodd's style."**

**"Yeah I remember that little helmet thing he made that gave him control over an entire city." Flash nodded. It was also when they defeated him they thought that the helmet had fried his brains yet it turned out he head been faking and escaped from his prison when the guard of those around him were down.**

**"I also found dirt traces in the facility, analysis shows that they are subterranean in origin so wherever Grodd is he's underground." Batman then thought of something. "Does he have all the equipment needed for that machine?"**

**"Negative." Skeet replied. "There is at least one more piece of equipment he needs."**

**"Let me guess." Booster turned to Batman. "We're going to stake out the last place and try to stop them there." Batman nodded. "Well since all the attacks happened at night I'm guessing I better go and get some sleep. I get the feelings it's going to be a long night."**

**-That Night-**

**Everyone was taking positions on a research lab in LA. This was a more public facility and had no ties to the military so the security wasn't so tight. They were in three teams in strategic places waiting for them to strike. "Man I hate waiting." Flash and Sonic muttered tabbing his foot impatiently. He was with Booster and he was just as impatient.**

**"I got two vans coming over on the east side." Batman's voice came over the communication lines. "They both stopped just outside the building…It's them! Everyone go, now."**

**"Well you heard the man." Flash and Sonic said grinning and was of in a blur and Booster flew up into the sky.**

**By the time the heroes arrived the villains were making an exit and soon found themselves facing them. "Oh crap, I knew this was going to happen." Shade muttered to himself.**

**"You won't get past us so surrender." Wonder Woman commanded them but getting ready for the fight that she knew they would do. She wasn't disappointed as Livewire, Killer Frost and Deadshot attacked first and the heroes scattered.**

**Peter was doing his best dodging the electrical attacks from Livewire, so was not making it easy for him but Spidey, Ariel were mocking her and 2nd Peter and MJ dodging her like she was nothing. 'Great, why do I get the female version of Electro?' He wondered. "You're quick bug-boys and girls but let's see if you can keep it up."**

**"Why does everyone call me a bug or insect? I mean really?" Peter said out loud and Spidey whip out his whip and let's see how it's she like it as Spidey launched his whip at her and she not fast enough to dodge the whip as it strike her even though Spidey dodges her like a jumping mexcian bean.**

**Meanwhile Giganta had grown to fifty feet and both Donna, Diana, Odette, Chuck, and Cassie were in the air battling the giant redhead while Ben transform into Humungousaur grown to 60 feet, Gwen, Kevin, Altair, and Bee grown back in his giant robot helping the four flyers in the air. Flash and Sonic were busy with Killer Frost dodging all of her ice attacks while Sonic mocks her, at one point he slipped then slide right into Giganta's ankle. "Oh man that…" He trailed up as he looked up and his jaw dropped seeing that he had a great view up her toga. "Whoa…I didn't know she wore pink panties."**

**The giant looked down and glared at him. "What do you think you're doing!"**

**"Uh oh." Sonic pulls Flash quickly got out of the way as she stomped the ground where they had been.**

**Batman and Ryder, Eva were busy with Deadshot as the mercenary was firing with a couple of hand held weapons at Batman, Ryder, and Eva. They moved swiftly dodging the shots and threw out a batarang, Ryder held out his revoler and Eva held out her Type 17 pistol in western style as they shot along with the batarang knocking one of the weapons out of his hand but he kept on the pressure on the Dark Knight, Ghost Rider, and Black Snake.**

**"Shade I believe we need an escape about now." Grodd said over while carrying a large device over his shoulder.**

**"I don't think so monkey boy." Booster Gold shouted out flying towards them and then he found himself in darkness and could see where he was going and then he felt himself slamming into a hard object that when the darkness lifted turned out to be a wall. Grodd had sidestepped while he couldn't see.**

**Spider-Men, Spider-Girl, Spider-Woman noticed the growing darkness. "Oh great this is bad." He saw the villains going into the darkness and they fired a spider tracers at one of them, luckily with all the equipment he had access too he was able to update his web shooters with tracers and a tracking device. Then the darkness grew and none of the heroes could see but Spidey and Ariel's mask gone in night vision mode.**

**"Where are they?" Flash shouted out. "Can anyone see _anything_?"**

**"Not a damn thing!" Booster shouted out.**

**Altair used his cane as he triwls the cane in his hand getting ridding of the darkness.**

**Then the darkness was gone and so where the villains. "Great." Muttered Flash. "They got away and how he's most likely got the last piece for what he needs."**

**"Well they didn't exactly get away." Spider-Men, Spider-Girl, Spider-Woman spoke up and they all looked at them. "We placed tracers on them." He and 2nd Peter and MJ pulled out a small devices and Spidey and Ariel's mask gone to tracer mode in them. "We can follow them in the Javelin."**

**"Excellent work." Diana told them and Batman nodded. "We better hurry then we don't want to give Grodd the time to finish whatever he's building."**

**-Later, Secret Society Underground Base-**

**Grodd was making the finishing touches on the machine. "How did they know where we were going to be?" Shade asked everyone there. "I mean just how?"**

**"Calm down and take a chill pill." Livewire said to him crossing her arms as she uses her lighting to reheal the whiplashs on her skin. "Man you're wound up too tight, you need to relax."**

**"I like to see how well you relax knowing the League is on out asses and will most likely come here soon."**

**"First off." Grodd said while adjusting the machine. "They can't find this place and secondly I know that eventually they would find out about us, it was only a matter of time, and she's right. This underground cavern isn't listed on any database since I personally erased all reference of it, they never found this place the first time I used it either and soon this machine will be done and you don't have to worry about a thing."**

**On the streets in front of what looked like an abandoned factory a few miles up were the League members. "Well…this is where the signal cut out." Spider-Men, Spider-Girl, Spider-Woman said looking at a small tracking devices and their masks. "So either they entered a place that's heavily shielded or they found the tracers and crushed it. I really hope it's not the later."**

**"Well we might as well check it out. " Flash shrugged. "I mean we don't a lot of leads." They opened the front door and they looked around the empty place devoid it seemed of anything.**

**"Great, why to go Spidey (referred to Peter as Spidey not the other Spidey), a dead end and no one has been here in ages." Booster Gold said.**

**Altair blink once under his hood activated his Eagle vision and look around as the images appeared to the ground footprints appeared the van pass through here and one of the villians pressed something on the wall and the stone floor under them revealing an elevator. "Everyone under this floor below us is an elevator pressed by a slate of stone over there." Altair tells everyone as they looked at the Assassin in confusion expect for Spidey and his gang as he deactivated his Eagle vision.**

**"How did you know that?" Booster asked the Assassin.**

**"Eagle vision everyone." Spidey told them.**

**"Not exactly Booster but he right's." Batman was on one knee looking over the floor.**

**"What is it?" Diana asked him looking over his shoulder.**

**"If no one has been here then why isn't there any dust on the floor." He said and the others looked down and saw that he was right. The floor was a lot more cleaner then the rest of the place. "Look around for something anything that might be out of the ordinary."**

**The team moved off and spent the next fifteen minutes looking around the place. Donna wasn't sure what might be considered out of place, but she tried to keep an open mind. She was getting frustrated and leaned on a wall and felt something give. She took a step back and noticed a small part of the wall was now depressed and a rumbling sound could be heard.**

**The center floor opened up revealing an elevator shaft and an elevator raising and Altair was right. Everyone looked at her and she just shrugged. "Lucky I guess?"**

**"Hey we'd not complaining." Peter and Spidey and his gang said as they gathered in the large elevator and descended down below the ground and came at a huge opening. "Wow, looks like he's ripping you off Batman." Peter and 2nd Peter and Spidey and his gang said in reference to the Batcave, Wally and Diana who knew of the cave smiled at the joke, Batman was just as impassive as ever.**

**They moved forward and the others went with them and they found themselves over looking a lower level with a equipment and Grodd working on a large machine with a chair. "Uh oh." Flash said seeing the villain down there. "I don't like the looks of that thing."**

**"Then let's trash it and the others." Booster said with a grin and flew off ahead of everyone. The others raced up to catch up to him and soon the villains turned around to face the heroes.**

**Deadshot fired at Diana who deflected the shots with her bracelets. "How did they find us?"**

**"With our help and a little of yours." Spider-Men, Spider-Girl, Spider-Woman said swinging overhead. "We put tracers on you Mr. Punisher."**

**"What!?" He looked over himself and Killer Frost was behind him and noticed something and pulled a little red and black spiders looking thing and she showed it to him. "Oh crap."**

**"Idiot." She muttered and went into the fight taking on Booster Gold. Grodd took the time to start placing himself in the chair and attach a headset to his head. He knew the machine needed to warm up but he hoped the others would hold them off long enough for it to work.**

**Spider-Men, Spider-Girl, Spider-Woman leaped in front of The Shade. "You can't hit what you can't see." He said to them as he used his cane to surround him in darkness. But Peter, Spidey, Ariel, 2nd Peter and MJ didn't need to see him, all they did was let their spider-sense tell them where Shade was. They ducked a blow with the cane and punched out sending him flying into a cave wall and he lost his grip on his cane and the darkness faded. They webbed the villain up. "How?"**

**"We don't need to see in order to hit you." Peter remarked but he didn't notice Livewire but Spidey and Ariel did as their spider sense kicked in and his spider-sense sent off and looked to the side and jumped up dodging an electrical attack. "Oh great you again."**

**"Well let's just say I'm eager for round two." She laughed at fired more electrical attacks at the roof of the cave where he was hanging onto and as the roof gave way he fell and debris fell on top of him. He groaned pushing the rocks off of him but Spidey and Ariel, 2nd Peter, and MJ pushing the rocks off of him. Donna saw him take the fall and Livewire charging another attack so she flew in front on him just in time to take the hit to her side.**

**Spidey, Ariel, Peter, 2nd Peter and MJ saw her take the shot and heard her scream out in pain and fall to her knees but not out. There was a hole in her costume where the bolt had hit her and a nasty scorch mark on her skin too. She slowly stood up and glared at the pale woman. "Wow, I guess Wonder Woman light here can take it." She grinned at the younger woman. "Let's see how much she can really take it." She fired again and this time Donna used her magical bracelets. They took the blunt of the attack but her arms went a little numb from the energy.**

**Peter took this as a distraction and Spidey saw that look in Peter's eyes and Spidey turns to face Livewire and takes into a running stance and revs his superhuman speed as he takes off with deadly lighting speed that would make Sonic and Flash proud as he spears her in the stomach since she protected Peter he can protect her and Spidey's suit was like I said static proof as in lighting proof as Livewire trys to kill him but his suit is static proof and Spidey grabs her by the ankle and threw her in the air and Spidey waits for the kick and when she reaches ground zero he SWEET CHIN MUSIC her to the face stunned her and Peter fired his webbing into the woman's face. Livewire tried to pull free the webbing but Donna saw this as her chance and ran forward and punched with her might and sent Livewire flying really hard into some of the equipment. The electric woman didn't get up after that, being out cold from the punch and the kick to the face. Peter, Spidey, Ariel, 2nd Peter, MJ looked at her. "Nice right hook. You okay."**

**"Yes." She nodded. "You?"**

**"Fine thanks to you."**

**"And Spider-Man (Spidey) nice kick to the face how did you did that?"**

**"I'm master of a 1,000 moves Donna and I could teach you how to do that."**

**They looked to see how the others had done. So far Flash, Wonder Woman, Sonic, Ben, Gwen, Kevin, Ryder, Altair, Eva, Odette, Chuck, and Bee, Cassie had teamed up against Giginta. Diana had given Flash one end of her lasso, Altair also did the same with Odette and Ryder does the same with his chain whip to Chuck and together they had managed to tie the giant redheaded woman up with her unbreakable lasso.**

**Booster Gold had managed to defeat Killer Frost although he looked a little warn out and his suit had ice on a few parts. Batman had disarmed Deadshot and the red and silver glad mercenary was out cold on the cold cave floor.**

**Grodd had watched his team be defeated but it mattered little in a few seconds he would have enough power to control them and soon after the entire League. He grinned as he could feel the machine powering his brain further then it had ever been done before and he started to feel the minds of everyone in the cave.**

**Batman and Spidey saw that the machine was powering up into it's final stages and he pulled out a special batarang and Spidey pulls out his bow and arrow and he threw it at the machine and Spidey shot the arrow along with the batranag. It imbedded itselfs into the machine and a red light started flashing and the arrow blinking and a huge electrical charge together. It overloaded the machine and Grodd saw what was happening and tried to unhook himself from the machine but it was too late and the machine electrocuted him and he cried out. Luckily it only lasted a few seconds but after it was done Grodd sat there staring into space.**

**-Later-**

**After the battle and the criminals were sent to the police and Grodd to a hospital although it seemed he was in a coma like state, but then again he had heard that last time this had happened he had been faking so it was hard to tell if he really was like that or how permanent it was.**

**Peter had been thinking on something. During the fight Donna had nearly gotten herself killed protecting him and Spidey protecting her and here he was not ready to trust Diana's own sister along with Spidey and his gang. She trusted Diana and the rest of his friends so why not her? It was nagging him and he knew that she felt a little hurt that he didn't trust her he had seen that before.**

**'What am I afraid of really?' He asked himself. He had to admit that his life in this world was different then his other one. Things were different here; in fact he was different also. Here he had people he could talk to about his life, he considered Kara a very close if not best friend and he related to many of the heroes in some form or another. So why didn't he tell her?**

**It was then he realized that he was scared but not Spidey and his gang they were waiting if they can trust her or not. Everyone close to him had been killed and he fell into old habits with keeping to himself when in his old life when he tried that only felt alone and isolated from the world. He didn't feel that as much now with so many people in on his identity as Spider-Man and to tell the truth it was nice having the others in his life so he didn't have to constantly lie to them all the time.**

**They found themselves going to the medical station where they saw Diana fussing over Donna and they had to smile just watching the two sisters talk and argue. Mainly Donna saying that Diana was babying her and Diana saying she was just concerned. Donna saw Spider-Men, Spider-Girl, Sonic, Ben 10, Lucky Girl, Blade, White Angel, Ghost Rider, WG, Black Ice, White Swan, Black Snake and saw a chance to escape. "Everyone, hey. Please can all of you walk me to my room please?" Spidey and Peter say the pleading look in her eyes and Donna gesture with her eyes Diana behind her.**

**"Uh…sure."**

**"Thank you." She mouthed to them and walked out of the door Spidey and Peter turned to Diana.**

**"Don't worry we'll look after her." Diana sighed and nodded, she trusted Spidey and his gang to look after her. Spidey and his gang caught up with Donna who still had bandage on her side. "How are you doing?"**

**She shrugged. "Amazon's heal really fast, I should be fine in a hour."**

**"Well that's good."**

**"You think we can get out of here?" She asked them with a pleading look. "I need to get away from Diana, I love her don't get me wrong but sometimes she can be overprotective." She sighed remember how as kids she always tried to 'protect' her some times. "But I guess you might know what that's like."**

**"Not really, I was an only child." He admitted.**

**"Oh sorry…I didn't know."**

**Spidey nodded. "Hey if you want to get out of here me and my gang know a nice place to relax."**

**Her eyes lit up. "Really? Great, lead on." She wasn't sure what they had in mind but she was glad to go somewhere. When they ended up at the teleporter she wasn't sure where they were going now. She saw him type something in and she stepped onto the pad with them. The next moment they were in a small room with an identical pad.**

**He opened a sliding door and they walked out, she followed and found herself in an apartment. "Where are we?"**

**"My place." Her eyes widened as she looked at him and they were taking off their masks, stance to power down, and Spidey and Ariel has their hands on the right. She was wondering if they were part spiders or something but was pleasantly surprised to see the face of a handsome young man with brown hair and eyes, Spidey and Ariel shut down their suits and she was surprised to a amazed build young man with a cap under his dark brown and brown eyes to match, second one was a bright red hair crowning her face and her hair reaches to the butt and red lips, bright blue sea eyes, Gwen took her mask and Donna saw a aunburn haired girl with emerald green eyes, Kevin's black skin disppeared and saw a black shaggy hair boy with black eyes, Chuck and Odette power down their costumes and she saw a black mohawk man with a little blue skys eyes, blond curvy hair with violet-blue eyes, Ben slam down his Ultimatrix and saw a brown hair with the same color eyes, Altair and Ryder doesn't take off their costumes because it their actual clothes, Sonic doesn't need clothes but when he goes out of the penthouse he has to put on clothes, Eva removes her mask and Donna saw a shoulder length blond hair girl with bright blue eyes and pink lipstick on her lips and 2nd Peter and MJ took their masks off and she sees a light brown hair young man, olive green eyes and the girl with red hair couple of bangs in her face above her eyes and her hair reaches to the spine, red lips and icy blue eyes like her sisters and herself and Donna did saw staring at a another Wonder Girl. "Hi." They said putting out their hands for a handshake. "I'm Peter Parker."**

**"I'm Spidey."**

**"Ariel."**

**"Chuck Liddell or Chuck for short."**

**"Odette."**

**"Eva."**

**"Ryder."**

**"Altair."**

**"Ben Tennyson and my cousion Gwen and best friend Kevin."**

**"Peter and my wife Mary Jane Watson Parker or MJ for short."**

**"Sicon or Sonic when we are here."**

**"Cassie Sandsmark and my best friend Cissie King-Jones." Cassie tells her as her best friend show up.**

**"Bumblebee or Bee for short." Bee tells her as Altair shrink him down to human size.**

**She smiled and shook their hands. "It's nice to finally meet you. So…why the change of heart?"**

**He scratched the back of his head. "Well…we figured after what you did and the fact that I'm trying to get out of a little habit of keeping to myself and all plus I trust your sister and not trusting you just seemed a little cruel to me."**

**"Well whatever the reasons I'm glad you trusted me. I look forward to meeting the real you."**

**Peter nodded. "I'd like that. You want something to drink?" He asked as he made his way to the kitchen. They spent the next few hours on the couch talking about their lives she was of course surprised by their storys and she told them about growing up on the island.**

**They both had a nice time and when Donna left for the night to go back to her place she said one final goodbye to Peter and Spidey and his gang. "I'm glad we got to know each other better everyone. I hope we can become close friends."**

**"We'd like that." Peter admitted and to his surprise Donna kissed him on the cheek as she left in the teleporter. Peter blushed a bit and wondered just how close she wanted to get or if it he was reading too much into it.**

**They shrugged it off and decided to think on it in the morning, it was late and he and the 2nd Peter had to go to work tomorrow.**

**-STAR Labs, New York-**

**Octavius was in the bed he had been sitting in for the last few days. He spent the most of the first day unconscious the effects of the shift had been great on his system but when he came too and found out that he was in fact in another world delighted him. He asked about things like SHIELD, The Ultimates and other things. There were heroes on this world, like on his own but none he knew of.**

**He had a clean slate here and he told the two scientists what they only needed to know. Maybe here he could start over without anyone knowing about his real past. He had been sitting in that prison cell again. He had escaped a few times over the years but he was always caught and returned. It was the same thing, he escaped, remake his harness and tentacles, Spider-Man would interfere and then he would go back to prison and Fury would destroy his precious tentacles and it would all start again.**

**He had just been sitting in his cell when he had been taken from his reality. So far the two scientists were pleasant enough and their work was very intriguing and he wanted to learn more about this and possibly help them out. Although he said it was to help him get back to his world, but the truth being that he was just repaying them for getting him out of that prison.**

**He saw a pile of newspapers as he was trying to figure out this world when he picked up a paper The Journal and he froze seeing the font page. "No…not him…it can't be him…" He whispered to himself. On the front page was his nemesis Spider-Man along with other Spider-Men, Spider-Girl, Spider-Woman, Snake, Ice, Swan, Ben 10, Lucky Girl, Blade, Transformer, Sonic, WG, Angel, and Ghost Rider. "PARKER!?" It was impossible. He had heard that Spider-Man was missing and presumed dead. They found Norman's body and the Parker house was bombed all occupants were killed and he had rejoiced that Norman must have done away with Parker. But here was a Spider-Man but was it Parker along with some new friends? He had to know he had to find out. If it was somehow him then he could never have a life here with them.**

**Maybe he could use the device again to another world? It would be nice for a back-up plan but he had to be careful. If it was Parker, and given his luck it had to be, then he had to stay out of the public eye and hide. He adjusted the dark shades he was wearing since his first accident that altered his mind and allowed him to link with his arms also made his eyes light sensitive.**

**He would have to plan. But a thought entered his mind. If he could get the device working properly then maybe before he left he could get the revenge he wanted. The only thing that he regretted when he learned of Parker's demise was that he hadn't been the cause of it. Now maybe he could get his chance but he needed to be careful.**

**He had made too many mistakes and he needed to study him and learn what he could.**

**Peter was getting out of the shower, he only had on a pair of jeans and was toweling himself off, and he was getting the last of the wetness out of his hair so he didn't notice that when he entered his bedroom he wasn't alone. "Just as ripped as I last saw you." Peter jumped at the sound and looked to see Kara on his bed. She was in there in her Supergirl uniform laying on his bed.**

**"K-Kara?! What are you doing here?" He was too shocked by her presence to remember that he only had on his jeans.**

**She grinned at him and crawled over to him on all fours in a way that Peter couldn't help but notice the hungry look in her eyes. A look he hadn't seen in a long time but one he recognize all to well. He backed up a little as she got off the bed and stepped up to him smiling. She was right up against his chest and was wondering what was going on. "You know…I've been thinking about that day in the bathroom." She said in a husky tone.**

**Peter swallowed hard at that. "Uh, yeah? And uh what-what exactly have you been thinking about?" He asked her nervously.**

**She leaned in closed and whispered into his ear as she placed her hands on his chest. "That I liked what I saw." Peter blushed a deep red then to his surprise Kara kissed him. Peter didn't know what was going on or _why_ he was kissing her back, but he was and he was enjoying it. Kara led him back to the bed and pushed him down on it.**

**"Kara what?"**

**She kissed him deeply. "I want you Peter and I know you want me." She said to him straddling him and she pulled her white top off revealing a white bra holding her impressive breast. She was about to continue when they were interrupted.**

**"I thought so!" Peter turned to the balcony and in the open French doors was Donna also in uniform. "I knew you wanted him!" She snarled at Kara.**

**"Hey I've known him longer and seen him practically naked." Kara said sternly her eyes closing a bit at the dark haired girl.**

**"So?" Donna said her hands on he hips. "At least with me he copped a feel." Kara looked to Peter with a startled look and he only shrugged, not sure of what he would say wouldn't only make things worse. Donna walked up to them and Kara got off Peter.**

**Peter raised himself on his elbows and saw the two women staring at each other with a none to pleasant look on their faces. He wanted to saw something but he couldn't figure out what to say, what _do_ you say in a situation like this? "So what do you want here anyway?" Kara said coldly.**

**"The same as you, him." Donna said nodding her head towards him. Now Peter was considering how to fix this place after these two wrecked the place. Then Donna smiled. "You know…there is enough of him to go around. What do you think?"**

**Kara suddenly smiled and to Peter's amazement Kara leaned in and actually kissed Donna. And Donna responded and Peter caught her grabbing Kara's ass. Peter's jaw nearly dislodged itself from dropping so fast. Then he saw the two girls pull away and both turned their attention to him and grinned.**

**"Oh man…" Now Peter knew that if Superman or Diana or both knew what was happening they would most likely be very, very pissed. And since he wasn't faster then a speeding bullet or as strong as either of them he was a dead man. 'But what a way to go.'**

**Donna unzipped the front of the costume down to her stomach and he could see her cleavage and that she wore no bra. Both girls were now on either side of him running their hands over his body and first Kara kissed him then Donna. Okay so he was experiencing every man's fantasy at the moment but some part of him kept telling him that these were his friends and this was wrong.**

**Too bad the lower part of him was overriding that. He ran his hands along their bodies and felt Donna necking him while Kara was kissing him over his chest.**

**BZZZZZZZZZZZZ**

**Peter woke up to find himself in his bed, his heart pounding and sweating all over. He looked down and saw that he was still in his sleep ware, mainly just a T-shirt and sweatpants. He fell back onto the bed. "What…the hell was _that_?" He said to himself.**

**After slamming his hand onto the snooze button of the alarm he placed a hand on his forehead and calmed down as he felt his heart slow down. "Okay…so you had a dream that's it, not the first time." He did have to admit that he had dreams like that before. Of course mainly they were of MJ. Okay there were the few of Gwen and Black Cat and various ones with at least two of those three and the rare one with all three but it was nothing to get excited over, it was just a dream…right?**

**Peter just sighed and decided to get up and take a shower. After noticing a certain bulge he figured he would make that a cold shower. That is a very long and very cold shower.**

**While going to work at the Journal with his fake twin he was still lost in thought about that dream and what it mean. Was he attracted to Kara and Donna? Well of course physically that was a no-brainer but what about romantically? "Hey Peter and Pete," They turned to see Betty at her desk. She looked at him curiously. "What's up?"**

**"Oh nothing."**

**She took off her glasses and gave Peter a serious look at him. "Peter, come on. I mean you're this really nice guy but you don't open up around here. You're this mysterious employee and along with Pete (Peter's nickname) and even though a few of the younger women in the secretary pool and accounting find that and I quote 'damn sexy' you can talk to me."**

**Peter sighed. "I'm just getting over something…did they really say that?"**

**Betty laughed a bit. "Hey it's only a few of them don't go thinkin' you're all that mister." Then she got a more serious look on her face. "So come on, talk to me. I mean is it a family thing?"**

**"Yes, no, I mean…" Peter and 2nd Peter sat down on the chairs across from her desk and took a moment. They liked Betty and they had to admit he needed to make friends outside of his Spider-Man life, plus it would come out eventually. "You see…a few months back there was a fire at my home," Technically true there was a fire but omitted that it was created by a bomb. "I lost my last living relative my Aunt, my friend…and my girlfriend in it while I was out."**

**Betty placed a hand over her mouth. "Oh Peter…I'm so sorry. You mean you got no other family? What about your parents?"**

**"My parents died in a plane crash when I and him were kids and we lived with my Aunt and Uncle my only living relatives. My uncle…he died three years ago from being shot."**

**Betty just sat there stunned. She knew that this city was dangerous at times but to lose all those people in your life. She noticed that at times he got this sad look on his face but he seemed so happy most of the time. She was wondering just how much was the real Peter that she saw around work.**

**"I know what it's like." She told him and Peter and 2nd Peter looked up at her with sad eyes. "I lost my dad two years ago. He was ran down by a drunk driver, by the time the ambulance was there…it was too late." Betty looked at a photo she kept on her desk of her, her mom, little sister and her dad.**

**"We'd sorry." Peter and 2nd Peter said now his turn to say that.**

**She smiled a little. "Thanks, you know what really hurt? I never got to say goodbye, I mean the last time I saw him was just…I mean if I had known it was going to be the last time…"**

**"You would have made the moment last." The two Peters finished and Betty nodded. "Yeah…I wish I had a chance to say goodbye too."**

**"You know what I do?" She asked him. "It's silly really…but I write him a letter now, just to get it out you know? I was something he told me as a kid. You write a letter and then burn it so who ever you were writing to gets it in the next life. I know it sounds strange but…it makes me feel better."**

**Peter smiled at her. "I don't think that's strange." Betty smiled back a little and nodded.**

**-Watchtower-**

**Peter, Spidey and his gang now as Spider-Man, and the others heroes were getting back from a small mission with Flash, Superman and a few other of Earth's heroes. It was just a basic thing; mainly this guy called the Weather Wizard of all things was making a blizzard in Florida. The guy wasn't that hard but what really was kind of annoying was that Flash found this comic that Kara showed him once.**

**It was called the Human Spider, which was one of the dumbest names he ever heard of; basically it was a hero with spider powers that fired web blasts and stuff. Apparently it was kind of popular and when he looked into it the comic had grown even more popular especially in New York since he showed up. But since Flash found it he bugged him the entire time and made jokes about him and the comic too.**

**Yeah that's just what he needed, to be compared to a comic book character. He'd had to think of a way to get Flash back for that.**

**Mainly however he was thinking on things and needed to talk with someone, a particular someone that is. They looked around the place and finally found him. "Hey J'onn," He said walking with Spidey and his gang to the Martian who was talking to John Stewart. "Can I talk to you when you got a minute?"**

**"Hey you can talk now we're done." John told him. "Besides I'm trying to find something for me and Shayera to go out tonight."**

**"Big date?" Spidey and Peter asked him.**

**John only grinned. "With her it's always an interesting night out." Peter looked to J'onn who only shrugged. Green Lantern never really did tell the others how he and Hawkgirl spend their dates or how they spent last Christmas either. Although they had to admit that bar they kept going to was growing on him, plus he finally found a drink that he could actually drink and not get sick from.**

**While John left, J'onn turned to Peter. "What can I do for you?"**

**"Well…here's the thing…how long did you mourn your family? I mean I still feel the pain from losing them, and I know I'll never get over it but…how do you know when to move on? I don't want to make it seem like I'm forgetting them."**

**J'onn nodded in understanding. "You don't want to betray their memory." Peter only nodded. "It is a hard thing to let go, it took me a long time but eventually I accepted it and moved on. It takes a different amount for each person, but I still keep the memory of my family alive in my heart."**

**Peter leaned back against the wall with Spidey and his gang. "Yeah…I'm just…I feel better then when I first got here, then again I had nowhere to go but up. A part of me wants to move on, but then there's another part that doesn't want to let go either, it would be…it would be just…" Peter tried to put it into words but it wasn't easy.**

**J'onn knew all to well though. "It would finally be admitting that they were gone and there's nothing you can do to bring them back." If only they knew about Alien X with Spidey and Ben's Ultimatrixs and that certain alien is not in Ariel's Omnitrix.**

**Peter was silent and just started at the floor. J'onn pegged it alright, when they had access to the computers their first week they spent a lot of that time between learning about this world, and trying to see if anyone that he knew existed in this world. He wanted to have _something _from his old life here so badly he spent hours just looking through information.**

**Eventually he gave up and he realized that there was a part of him that hoped that one day walking down the streets in New York that he would meet the double of someone from his world in this one. But he knew that was just a part of him that refused to let go.**

**"Thanks man…I…I need to think on things."**

**"Of course." J'onn said nodding. "And if you ever need to talk again."**

**"I know who to come to, thanks."**

**-Peter's Apartment-**

**It was late and Peter was trying to think on things. He was wondering about that dream with MJ telling him that he needed to let go. He didn't want to, there was a part that would always wish that they were all still here with him but he needed to face reality.**

**He decided to try what Betty told him. He got out some paper and went to the balcony with Spidey and his gang and Thunder on Spidey's shoulder. He bought one of those small circular barbeques last week since he wanted to have the chance for it some times. There was a small table and with his pen started to write. He wasn't sure who to do first so he just went with his feelings.**

**Dear Aunt May,**

**I wish I could tell you how sorry I am for worrying you…and I know if it wasn't for me you would be alive. It seems that in my 'last life' as I call it everyone close to me died and/or was harmed. I never wanted it to be you. You raised me like a son and I love you for it. You and Ben were the best and raised me well.**

**I wish I had told you how much you meant to me before…before you died. I wish I had told you that I was Spider-Man. I know you worried a lot about me and that I lied to you so many times. You have no idea how hard it was to lie to you for so long. You deserved to know the truth, but I was scared. I didn't know how you would handle it or my shame of being responsible for Uncle Ben's death.**

**I wanted to tell you so much so many times. But I was scared. I hope you can forgive me.**

**I love you like the mother I never got to know.**

**Peter wipe away the tears on his face but kept on going. He pulled out another separate piece of paper.**

**Dear Harry,**

**I wish there was something I could say to you. Your father killed your mother, went nuts and then killed a lot of people. He killed May, MJ…and you. You were my best friend and I tried my best to help you. I called you over to my house to finally get you to admit that your father was the Green Goblin, to finally get you to listen and to get you away from your father.**

**I wanted to save you…another failure on my part. You have no idea how much I'm sorry, I tried my best to be your best friend…and I failed you.**

**Dear Gwen,**

**I know this is a little late, but I figure I needed to say this to you. I know you died over two years ago but I still feel responsible and I always will. You lost your father a pain I know all too well and we took you in. You were my friend one of my closest friends ever.**

**No…you were more then that. While living with us…you were family Gwen. You were like the sister I never had. (Or wanted, just kidding) It was great having you around and when you found out about me being Spider-Man and that you were cool with it. (After you put a gun to me of course) When you, me and MJ were together as close friends, that was one of the greatest times in my life. It was great having you in my life and I miss you all the time. I still find myself thinking 'Gwen would have loved this' or 'Gwen would know what to say to that'. You were original and I'll never forget you.**

**I'm so sorry you got killed by that thing…I should never have let Connors talk me into that experimentation. I never forgave him for making that monster from me. I don't know what became of him but I just don't care.**

**I miss you and I love you like a sister. I hope you're at least at peace with your dad.**

**Peter had to stop at this point. This was more emotional then he thought but he couldn't stop now.**

**Dear Uncle Ben,**

**I wish to God that I had stopped that man, I wish it almost all the time, not a week goes by that I don't think about it. You told me that with great power comes great responsibility, I just wish you didn't have to die in order for me to get that.**

**But I do now. And I've tried Ben, I've tried so much. It hasn't been easy and I wish you were still with me, you always knew what to say and I looked up to you so much. People call me a hero, but to me YOU were my hero. You taught me right from wrong and what it really means to be a hero. I am the man I am today because of you and May.**

**I owe you two more then anyone.**

**To me, you were the father I never had. I love you and I hope to keep your teaching alive in me.**

**Peter only had one last letter to write. His hand shook a bit with the pen in his hand MJ help him to clam him down and he closed his eyes but he smile for MJ helping her. He took a few breaths and then began to write.**

**Dear MJ,**

**What can I say to you? You were the love of my life. You were my best friend, my love, my life, and my soul. When I lost you I felt like dying. Later I wanted to die, to end the pain and to see you again. I loved you so much I was willing to give up on life to see you again.**

**I still remember that day you ran away and when I found you and held you, you asked me to run away and marry you. I whish I had, I would have married you Mary Jane. I wanted to live my life with you. You gave me strength to go on, I know it was hard on you to stand by me seeing me get hurt and scared that one day I would die.**

**But you were there for me. You loved me and I loved you more then I thought was possible. I don't know if I can ever find someone to make me feel like I feel about you, and to be honest a part of me doesn't want to. You will always live in my heart and I will always love you MJ.**

**-Love Peter.**

**Peter placed the pen down and covered his face with his hands. He felt the tears and his shoulders started to shake form silent sobs. He managed to pull himself together and placed the letter in the grill. He got a lighter and set them on fire. He watched the letter burn and there was a small part of him that felt better, having said goodbye to them in a way. Spidey does the John Cena slatue and Thunder screams in the air.**

**That night Peter had another dream but this was a lot more different then the other one and this time he had with Spidey and his gang.**

**He was back home. The house was just like he remembered it and he heard voices from the kitchen. Spidey and his gang wait for Peter. He slowly walked in there and felt like having a heart attack. There sitting at the table talking and having a great time was his Aunt and Uncle, Gwen, Harry and MJ.**

**"Hey look who showed up." Gwen said looking exactly like she did before she died. She wasn't the dried up gray husk that she had died at but her normal full of life being. Still in that black tank top and loose jeans. (The black tank top that Spidey wears but with the spider symbol on it).**

**"Sit down Peter and come and join us." Ben said with a smile that Peter hadn't seen in so long that it warmed his heart. Peter smiled and sat down at the table.**

**"This is a dream isn't it?" Peter said a little sad, they all nodded and Peter's heart fell.**

**"Hey man, we just wanted to say thanks for the letters," Harry said from across the table. "They really meant a lot and I know you tried Peter. It wasn't your fault blame my father, may he burn in Hell." Harry said darkly.**

**That caught Peter off guard a little since Harry had loved his dad. Harry noticed this and shrugged. "Hey death changes you."**

**Gwen hugged Peter then. "And just so you know living with you and May was the best time of my life. It was great being part of a family and thank you for making me apart of it 'brother'." She said smiling with misty eyes.**

**"Thanks Gwen and I know this is a dream…but it's great seeing you again." Peter told her and she smiled and messed with his hair.**

**"Peter." This was May talking and Peter wasn't sure what to think what she would want. "I can understand why you never told me, and I don't blame you for Ben. But I still wish you told me."**

**Peter looked down at that. "I'm sorry Aunt May, I really am."**

**"Well I forgive you then Peter." Peter looked up and smiled a little.**

**MJ stood next to him and kissed him lightly on the cheek. "Just for your information, I would have loved to have been your wife." Peter took her hand and squeezed it gently and she returned it.**

**"Now Peter," This was Ben a voice he hadn't heard for years and was glad to hear it again even if it was a dream. "Let me say this…you've made me proud of you. I know the road you chose isn't easy and it tests you more then anyone should be tested, especially at your age, I know you fell a few times along the way. But you pulled yourself up and kept on going and I've never been so proud of the strong and courageous man you've become."**

**"I don't consider you fighting all the evil in the world courageous, it's when most people would have given up yet you keep coming back stronger then ever you keep using that inner strength of yours to keep on going. You've made me proud of you."**

**Peter smiled and felt the tears fall. "Thanks Uncle Ben."**

**Ben smiled and nodded. "Now I know you miss us and we wish we could still be there for you but you have a new life now son, you've got to live it."**

**"You have new friends and a new family there to help you." May said pointing behind Peter. When he turned around and saw there his new friends. He saw Clark with an arm around Louis. Batman there and next to him was Diana and Donna. On the other side was Kara in the same clothing when he first met her and Wally with that playful smile on his face. He saw J'onn in the back, as was Hawkgirl without her mask and John Steward with her.**

**"You got some weird friends there Peter," Gwen said to him but she smiled. "But you fit right in with them."**

**"Really Gwen well then I may have some werid friends but you really wanted to see some werider friends. Spidey can you and your gang come in here." Peter called for Spidey and his gang as Peter's friends step out of the way and walked in was a DX army baseball cap young man with dark brown hair under his cap, brown eyes wearing a black tank top with a red spider symbol the legs stretch down to the just above of the hoodie wrapping his waist, fainted light blue jeans with black and white Puma shoes, one pair of Red Wings biker gloves fingerless and wearing on his wrists is the Ultimatrix and his Spider Morpher and beside him on his arm is a beautiful red head her red hair crowning her face and hair reaches to the butt, bright red lips, bright blue sea eyes wearing a white puffed selvees blouse with a black front wrapped around her stomach that over her bust, light blue skinny jeans that hugs her hips and legs and black flats and shorter than him about nose length, besides him on left side of him was a same height of him was a young man in white robes in a hood and behind him was a black leather biker with black sunglasses and skull cap and behind Spidey was a black mohawk man looks like a rockstar and wearing a wrestler outfit with him on his arm was a long curvy blond hair woman with violet-blues eyes and standing beside by the biker was a young woman with shoulder length blond hair golden, bright blue eyes with pink lipstick on her lips, a brown hair boy with emerald green eyes with a emerald green jacket two white stripes on the selvee and one running down the jacket with a number 10 on it and beside him was a look like of the same girl on his arms and a aunburn ponytail girl with the same color of eyes as the brown hair boy and beside her was a black haired boy with black eyes, a human size robot with black and yellow paint with blue eyes standing behind Spidey and this will surprised Uncle Ben, Aunt May, Gwen, Harry, and mostly MJ. "MJ you remember that in a another life if we were married." She nodded and Peter smiled and pointed as a light brown hair young man about 19 and finally another red head with icy blue eyes with him. "Everyone you would to meet Spidey, Ariel, Altair, Ben Tennsyon, Ryder, Gwen Tennsyon his cousin, Kevin Ethan Levin, Eva, Chuck Liddell, Odette, Bumblebee, Cassie Sandsmark, and Uncle Ben, Aunt May meet a another look like of me and MJ that Peter is married to Mary Jane Watson Parker." Peter told them the names of Peter's new friends and MJ looks at the other MJ and nodded to each other.**

**"And don't be afraid to let your feelings grow Peter." MJ said to him.**

**"You may have a new 'family' Peter but know this," Ben said to him. "We will always be with you, you will never truly be without us as long as you keep us in your heart."**

**The next thing Peter knew he was awake. He looked and saw it was still early but he didn't feel like sleeping. The sun wasn't out but he wasn't tired, he felt rested for the first time in a long time. He went to the kitchen with Spidey and his gang and made some coffee and went back to his room with the cup and everyone else the same thing to their rooms or outside bedroom.**

**When he returned he saw a glow on the horizon and figured it was the sun. He opened the French doors and it was a little cold out but he sat down with his coffee and he just watched the sun rise. He had to admit it was beautiful and for the first time he felt at peace for the moment.**

**He felt a weight had been lifted slightly off his heart. The pain was still there but it was more of a dull ache and he actually felt better about his life and himself. He jus sat there watching the sun come out. It was the dawn of a new day and for Peter it was the dawn of a new day for him too. The first day he felt he could truly live his life here and that this was finally becoming home to him.**

**He took a few sips of his coffee and just sat there feeling content since he got here. He didn't know how long this moment of serenity would last but he wanted to enjoy the moment.**

**He wanted to enjoy his life at this moment, and he did with a true smile on his face as a cold wind caressed his face slightly.**

**Donna was picking through a meal lost in thought. So far she was gotten used to a lot of the differences in this world thanks to her sister and a few of the others. She had to admit she liked Hawkgirl no matter her mistake with her people but then again Diana was in exile for breaking their laws anyway and that wasn't fair either, things were certainly more complicated now, it all seemed to simple a few years ago but she had to admit that even though things were more complicated there were more wondrous too.**

**But she was also thinking about a certain wall crawler. Sure she liked him but was she just infatuated with him or was it more? She had to admit that she found him fascinating also. Plus she had a friendship with him now and didn't know if she advanced on him that she might ruin it. She sighed deeply poking some food that she normally liked but now wasn't that interested in it.**

**"Trouble?" Donna was startled and looked up to see her sister sit down across from her at the small table away from the other heroes there.**

**"I'm having trouble with this whole concept of relationships with men." Donna admitted placing the fork down.**

**Diana sighed too. "I know what you mean."**

**Donna smirked a bit before she guessed. "Batman right?"**

**Diana winced a bit. "Am I that obvious?" Sure lately she had growing feelings towards Bruce, in fact she also respected him, his skills and abilities and how he held his own in battle without powers like the others. She had tried talking to Bruce but he was his stubborn self about his no dating policy with League members. Personally she figured he was using that as just an excuse.**

**"Everyone knows…well…not Superman." Donna giggled a bit at that. "How someone like that who can see in so many different ways be so blind is beyond me." Diana had to agree with that, she respected Superman too but she had to admit in a few areas he was just so…naïve at times.**

**"So," Wonder Woman began. "We know my little problem…what's the name of yours?"**

**Donna bit her lip a bit not sure on how she would take this. "Peter." This was kind of a surprise to her. She thought about it and she had to admit that if her younger sister wanted to explore a relationship with a man, Peter would be the best way to start. She also knew that Peter needed to move on at one point but wasn't sure if he was ready to date again.**

**She leaned forward a bit to her sister with a little worried look on her face. "Be careful with him, I'm not sure if he's ready for a relationship and to be honest he might not be."**

**Donna sighed, that was something she was hoping not to hear but it had a ring to truth to it. "I know, I don't want to ruin our friendship, and I'm not sure how deep my feelings go anyway…Gods it was so simple a thousand years ago. We Amazons took whatever men pleased us, used them and then got rid of them."**

**Diana had to laugh at that. "Those were simpler times, but then you miss out on being friends with them." Diana thought how their life was so different from her old one. Amazon life is much more different the outside world. For starters most Amazon's were actually bisexual for the most part. They took men for both pleasure and for procreation. But most of their time was spent around other women. Some of them preferred only woman for company, but after a thousand years everyone needs comfort and certain needs met so they don't have the hang ups that the outside world had because they kind of out grew that taboo.**

**"Well just take it slow with him and see where things go pressuring him might only push him away."**

**"Like you and Batman?" Donna asked and Diana wished her little sister wasn't so perceptive sometimes.**

**-Peter and Spidey's Apartment-**

**Peter, Spidey and his gang were taking some time off just to relax a bit. He wouldn't have the time once collage started and that wasn't far off. In fact the summer was about to start, thankfully he didn't need to finish high school or neither does Spidey because in his dimesion he got done with high school and done with collage. That was bad enough as it was and to be honest he along with Spidey were a lot smarter then your typical students, hell with his smarts might have just passed high school in two years if he could have done that. Plus he only really had three friends during high school too.**

**He was sitting on the couch reading his mail. A few junk mail that he threw out, a post care from Wally when he ran to Peru. They had to admit he kind of envied Wally, that he could just run anywhere on the planet in minutes even with Sonic if he had gone Supersonic, there was another from Jimmy in Metropolis that got a smile to his face. They had to admit they liked the guy, and it was nice to know someone with similar interests.**

**He and 2nd Peter and Spidey were also looking through a bank statement he had and frowned. Even though they were living rent free, and was being paid well they knew that he needed more income. First off school stuff would cost a lot and even living alone they had a few budget problems, especially with his Spider-Man activities. Although he was glad that the only super villains so far were more of these wannabe ones that had shown up, but he wasn't complaining.**

**Also after going around the world with the League and facing major villains it was nice to come back to New York with only the regular crime to worry about.**

**But there were still the budget problems. They was considering taking on a roommate but who? They couldn't just let in anyone even though he wasn't the best at keeping their identitys secret. First was Fury and the Ultimates, then when the X-Men had him and pulled off his mask he remembered going on a small rant about how they knew Peter Parker was Spider-Man, but even though they had seen his face they didn't know his name until he said that, and then all those villains.**

**Then the Justice League of course, Peter had to laugh a bit. How can one person that keeps getting his secret coming out yet still kept it from the world was beyond him.**

**But then his thoughts returned to another problem. It had been a few days since those strange dreams and even though he felt a bit better and that weight on his soul had lessened, that one with Kara and Donna was still bothering him. Was it just a hormone thing or was it something more? Sure they were both his friends and he liked them, and okay they were both beautiful but was he really thinking of them in a more romantic fashion?**

**He lay back onto his bed and Spidey and his gang does the same with their beds and sighed. His life even here was never easy especially his personal life. There was still the matter the he and Kara hadn't spoken since the shower thing and it was bothering him that he might have strained his relationship with one of his closest friends over a little accident, it's not like either one planned it or something.**

**That and it was killing him how they hadn't talked, especially since she was one of the few people he could talk to about things that others he knew wouldn't get. He decided right then and there that he would have to speak to her and get this shorted out. After a quick call to the Kent they found out she was visiting Clark in Metropolis doing a research project on something there for school. She figured that by going to the source at Metropolis might give her a little more points with the teacher and was trying for an A this time around.**

**They changed into their Spider-Man suits, Chuck and Odette power up their costumes like Power Rangers Mystic Force, Sonic spins off his clothes, Kevin and Gwen into costume, Eva got into her costume, Cassie got into her costume and Bee power up with a supersonic speed boost to Metropolis and with a quick teleportation after Altair used his cane to teleported to Metropolis they started out their search with Ben in Big Chill form and Bee reamain in his car form and Ryder grabs his bike to ride on. Luckily they knew their way around the large city a lot better then this first time here. They figured Clark and Lois would be at the planet or covering some kind of news and so they kept an eye out for smoke, sirens the usual stuff that other heroes would be around. They also figured that Kara would be there in her Supergirl identity.**

**So far they had seen the usual crimes, and they did meet up with Steel again helping him out taking these bank robbers from getting away but they hadn't seen Superman or Supergirl lately. Peter and Spidey thanked the large armored man anyway and continued their search. They was hoping that this would have been easier but wasn't. They had already found a payphone and called the Daily Planet but Clark and Lois were both out and they tried Jimmy but he was with them covering a story so to extended the sreach Spidey goes to an ally way and bring out his ride as he speed away and with them follow him and Bee.**

**Peter sighed and went on. 'Man you'd think finding them would be easier then this.' He thought while swinging with the others, flying, platforming. He was considering yelling for help hoping that with that super hearing one of them would notice but he wasn't going to try that. First off someone else might need to be rescued and would be yelling for help too, secondly…it just would be too embarrassing, him in his Spider-Man suit yelling for help at the top of his lungs when nothing was wrong.**

**They wished the Kents had known about what exactly the school project was but they didn't, so they couldn't guess where she might be. They tried a few of the places that she had shown them around hoping she had finished and had checked them out but it was another dead end. So far they had spent three hours trying to find that girl and if they didn't know any better he swore she was somehow avoiding them and Spidey goes back to web swinging.**

**Meanwhile Kara herself was sitting in the park with a drink looking over the notes she got. She was doing this boring history report and had gotten some information out of the museum and a few of the people working there, even a few quotes and stuff and was putting it all together. 'God this is so boring,' She thought. She had wished that she had help, even though she could do all her homework in minutes sometimes it was too boring to go through it that fast.**

**She gathered up all the notes and put them in her backpack and finished off her drink. She saw a trash can twelve feet away and threw the bottle in it as if going for a three pointer shot. In went in of course, with her abilities it was easy. She sighed and looked out over the distance. She had been kind of in a little depressed state. It had been too long avoiding Peter and Spidey and his gang and she was wondering if they didn't want to see her again, after all she had walked in on him. She was just glad that he wasn't naked or she might literally have died from embarrassment, although she had been close enough with what did happen.**

**'What have I done,' She wondered. 'Did I screw things up permanently with him or them?' She hoped not, it was hard finding friends that she could talk to about her entire life. Sure in Smallville she had friends but they didn't know about most of the things in her life. Peter was someone her own age that she could relate to, talk to and had fun with. The thought of losing him that was depressing to say the least.**

**Her thoughts were interrupted as she heard a familiar sound in the distance. When she first got here her powers were still growing, she hadn't learned to use her X-Ray vision yet or any other vision other then heat vision, and she was just getting her hearing powers and couldn't do the ice breath. Mainly it was because Clark had been here longer then she was so it would take time for her body to gain enough power to activate those powers. But now with her hearing coming she could clearly hear the unmistakable sound of Peter and his web shooters and Spidey's ride as it's 6.5 liter v12 engine roars in the city.**

**"It can't be…can it?" She asked herself out loud. She quickly gathered her stuff and made a bee line to somewhere isolated and quickly changed and flew up into the sky and to where she heard them.**

**Peter and Spidey and his gang had just stopped to as Peter reload his shooters before going on, and was on the rooftop of a tall building with Bee. They was considering giving up and just going back home and waiting until she got back home and call her when they felt a gush of sudden wind and looked behind him hearing footsteps. 'Well it's about time." Peter and Spidey thought seeing Kara in her Supergirl uniform only with a backpack on.**

**"Hey…new look?" He joked pointing at the blue backpack.**

**She just gave a slight smile. "Hey I'm not leaving all this work just laying somewhere…so…what are ya'll doing here?" She asked a little shy at seeing them after what happened.**

**Peter was a bit nervous too and was glad for the mask. "Well I talked to the Kents and they told me you were here and…well…Look we need to talk. About that whole shower thing…"**

**"I'm sorry." Both teens said at the same time and for a second nothing then both just ended up laughing, from both the tension and at what just happened.**

**"Hey I'm the one that walked in on you." She pointed out sitting down next to him and Spidey and his gang as Bee stand up behind him.**

**He scratched the back of his head. "Yeah but we should have warned you about that shared bathroom."**

**After a moment Kara spoke again. "Peter…we didn't screw up what he have did we? I mean you're one of my closest and best friends and…I missed you." She said the last words quietly feeling the truth of that.**

**"To be honest so did I," He said to her placing his hand on hers that was resting between them. "We me and Spidey and his gang first got here you and him and his gang helped me out a lot that day on the barn when we just talked. Plus your one of the few people that I can talk to about a lot of things. I don't want to lose you as a friend Kara, I lost too many in my life and I don't…I don't think I can take losing another…especially you."**

**Kara was shocked and very touched by his words, she felt a lump in her throat. No one had ever said anything like that to her in her life and didn't know how to respond to it. So she just went with her feelings and hugged Peter. "Peter…you will never lose me, no matter what happens," After he returned the hug and she pulled back after a minute. "Peter let's promise each other that no matter what we stay friends, okay?"**

**Peter smiled under his mask at her. "Sure thing Kara, I'd like that."**

**She smiled warmly at him and he felt warmth inside at seeing it. Spidey asked them what was the shower thing happened to you two and they told him excatly and Spidey justs laughs and he and Ariel told them really nasty in his dimesion expect for it was not a shower thing it was a mer thing and they look at Spidey and Ariel surprised.**

**-New York, STAR Labs-**

**Doctor Octavius had managed to convince the two scientist of keeping him secret and helping them out with their research. He had to admit that they were very bright, not as smart as he was certainly not, but their theories and technology was a marvel. They were working on a new and improved version of the chamber that could make a permanent link between worlds. Although he couldn't let them link back to his word, that would be unacceptable since he was serving multiple life sentences for many crimes including multiple homicides.**

**He didn't care about that though, they were just people who had got in his way. He had also managed to convince them to let him build something to help in the construction. He said they were tools he used before in his world and they had been, but they had also been much more. In a white lab coat and dark tinted shades to cover his sensitive eyes he was already working on the harness. Fury had destroyed his first set of tentacles when he had been captured after one of his escape attempts. His mind had been altered during the accident that had linked his mind with his first harness.**

**When they had been destroyed he had been crushed, they were more to him then just equipment, they had been a part of him. Then when he escaped another time he tried to recreate his work and tried to take his revenge on Fury. It turned out that he could make new ones that would still respond to his mind. It took time and some trail and error but it had worked.**

**He had nearly killed Fury but then the Ultimates and that Parker had to interfere with him, and he had been thrown back in. For three years every time he escaped Parker was usually the one that had a hand in sending him back and Fury would always trash his latest harness and tentacles. Every time it killed him inside but he always came back and made more. But there was no Fury this time, in this world and he had surprise on his side.**

**First he would study Parker and any allies he had, then he would find a way to tear him apart and if he did messed with Peter's newest friends he will hunted down and killed. Then he would use the machine to find a world without any heroes or groups that could bother him. Unfortunately the two scientist might not like him using their machine to escape to another world.**

**They would most likely get in his way at some point and even though he owned them his freedom if they got in his way…well…then he would deal with them like everyone else that had gotten in his way. He smiled as he finished with the final touches on the casing of the harness looking over his work. He had many resources at his disposal and wanted to see if he could use them to make any enhancements to his designs.**

**He grinned at the thought of Parker's face when he saw him. The sheer look of horror on the boy's face would make all the patience and waiting to face him all worth it. Soon he would have his revenge, a new start and so far everything was working out just fine. He leaned back in his work chair crossing his arms and sighed feeling content with his life at the moment.**

**"Soon…very soon you all will live again." He said smiling to his harness. Soon the world would know and fear the name Doctor Octopus.**

**Kara was walking the hallways of the Watchtower happily and with a huge smile on her face. She had just managed to graduate, well actually she did pretty well and it was thanks to Barbara and Peter's help with her studying that really did it. It had been a month after she and Peter and Spidey and his gang had made up after that incident and looking back on it, it was funny as hell. She and Peter and Spidey and his gang shared a good laugh at that and she was glad to have them back in her life.**

**She thought about hitting the gym and then the showers. The equipment here had been heavily modified for those like her with super human strength. She chanced into some gym shorts and T-shirt, she didn't bother with the treadmill, the last time she did that she broke it anyway and still didn't get a decent workout. She did some work with the larger equipment that could go up to a few hundred tons of pressure and Spidey could just lift up 1 million tons that's strong of his strength. She worked out for over an hour and after a quick shower changed beck into her uniform in the locker room.**

**"That was impressive." Kara turned to a dark haired girl about her own age that looked a lot like Wonder Woman.**

**"Thanks," She said smiling and tilted her head. "Hey are you Donna by chance? I've heard that Diana had a sister but haven't met her yet, wouldn't happen to be you would it?"**

**It was in fact Donna and she nodded. "Yes, I've been seeing a lot of this world with my sister but making new friends is a bit more tougher then I though." She sat down next to her. "In fact other then my sister and her friends I really only got to know this one other man."**

**"Oh really?" Kara said interested. "Friend or something more then that?"**

**"Well…that's the thing…he's a really nice man and I find I enjoy the time with him but I'm not sure how I really feel…I've never had a relationship with a man before and well…I'm not sure what to do, plus he's kind of getting over a great loss in his life."**

**Kara felt for the girl. That had to be hard not sure about how to take the first step. "Boy got a name?"**

**Donna thought about it. "I'm not sure if I should say his name…he's kind of a private person."**

**Kara smiled thinking of Peter. "Yeah I know someone like that too, plus he's got kind of a memory problem, I mean he and his friends of his got so lost the first time in Metropolis."**

**Donna laughed a bit and remembered a joke her sister told her about men in general. "Let me guess…they didn't stop and ask for directions?"**

**Now it was Kara's turn to laugh, thinking of Peter in his Spider-Man uniform asking people on the street for directions, the mental image alone was just priceless. "Oh I don't think so. I wish I knew why guys were like that."**

**Donna just shook her head. "Who knows what goes through the mind of a man?"**

**"Not much." Kara said with a smile and both girls laughed at that.**

**"All too true I fear at times, and I could name a few like that," Donna said after she stopped laughing.**

**Kara smiled at her. "Let me guess…Flash right?" Donna nodded sending the girls into another set of giggles. The two girls continued to talk on and Kara was liking this Donna girl, she was a bit different then her other friends and that was a good thing. Donna was just happy to meet another woman she could identify with.**

**-Kent Farm, a few days later-**

**Kara was walking back to the farm after visiting her friends in Smallville, even though she found the place boring she had to admit that she did have a few nice friends here, although she couldn't tell them about most of her life it was still nice to be a 'normal' girl now and then.**

**She and her friends had just had the graduation ceremony yesterday and it was nice except that black gown was hot and itched but getting the diploma was well worth it. Her friends had gone out having a small party and it was great to get out of high school. She walked up the dirt road to the two story white house and felt a small pang of regret. This had been her home for a few years now and she was surprised that she was going to miss it.**

**She opened the door. "Hey I'm back! Anyone here?" She yelled out.**

**"In here Kara, will you come into the kitchen." She heard Martha Kent call out to her. Kara shrugged and as soon as she was in the Kitchen she jumped as there was a group of people shouting out 'surprise' at her. There in the Kitchen were the Kents, Clark, Lois, J'onn, Barbara Gordon and even Peter Parker, Flash, Green Lantern and Hawkgirl, Spidey, Ariel, Cassie, Cissie, Ben, Kevin, Gwen, Eva, Chuck, Odette, Altair, Ryder, Sonic and the human size Bumblebee. After the small heart attack she had just suffered she couldn't stop the huge smile on her face. It looked like her other friends and family had their own celebration for her.**

**"Man you should have seen your face," Peter said pulling down a camera with a grin on his face. "In fact you will as soon as I get this film developed after the party." Peter was glad he had taken the time to remember his camera for this, being a professional photographer had its benefits.**

**"Peter! You wouldn't dare!" Kara said to him, there was no way he was going to do that, she had no idea what exactly her face had looked like it in that photo but she wasn't going to take any chances. She made a dash for him, but because of that damn that spider-sense of his he knew she was coming, so he jumped up on the ceiling and passed it to Spidey and Kara trys to catch him and Spidey slams his Ultimatrix and change into Fastattack and told him to 'go long'. Spidey sped out of the place and as far as Kara knew the camera was now halfway to China at the moment. She made a glare at Peter who just smiled back at her.**

**After a few calming words and after sending Spidey back out to get the camera (which he had placed back in Peter and Spidey's place apparently he figured it would have been the most obvious place to look and figured no one would look there because of it) Peter swore to give Kara that photo he took. Spidey changes back into his human form.**

**After that things got into a more relaxed mode, John was making sure Shayera wasn't too isolated. Ever after a few months the League were still a little uncertain about her, but it was a lot better now then it had been. Although they were both surprised that Superman invited both of them for this and Hawkgirl took it as a sign that maybe she could patch things up with her friends again.**

**Batman of course had declined and Wonder Woman also, saying she and her sister were out doing something special. Clark didn't know what it was but figured it had to be important, he was glad to see that Kara's friends Peter and Spidey and his gang and Barbara could make it. He watched the 17 of them talking and joking and laughing and was glad she had such good friends.**

**"What's on your mind?" Clark turned to face Lois as she wrapped an arm around his waist.**

**"I'm just thinking how it's such a good thing Kara has people who understands her at her age," Clark thinks back to when his powers were first emerging and he had no one to share that information with, even with his best friend Lana, but she had found out anyway. "I mean I had to keep all this a secret, at least she has friends who-" Clark stopped as he turned sharply to the trio and saw an embarrassed Peter, Spidey and Ariel and a slightly less Kara, but Barbara and everyone else was clutching their stomachs turning red from laughter.**

**"What?" Lois asked looking to the trio.**

**"I…I thought I heard them say something about…Kara walking in on Peter in the…the shower? And Spidey and Ariel walk on each other in Spidey's room?"**

**Lois gave a small laugh at the look on his face. "Don't worry about it Clark I'm sure you heard wrong besides you shouldn't eavesdrop with that hearing of yours."**

**He looked down at her and grinned. "You don't seem to mind to help get a story or when you need saving."**

**"Well okay it has its uses but just remember to keep it eavesdropping to a minimum anyway, just to be polite." Lois told him, but made plans on asking Kara woman to woman what was going on. She had to admit that looking at Peter and Kara together they did seem like they could make a cute couple. She also could see Clark a bit unsure about them being more then just friends and there was also the fact that he had always been a bit overprotective with Kara.**

**J'onn made his way over to John and Shayera. "It is good that you two came."**

**"Yeah well the kid isn't as reckless lately as she was when she first joined in." John told him, and it was true lately she had stopped thinking of all of this as a game and took it a bit more seriously.**

**Hawkgirl who was in normal clothing without her mask was just glad to be invited here. So far she had talked with Martha Kent and she liked her, and she could see where Clark got the way he was. Her people didn't raise their children like the Kents, they were a warrior race and didn't think that 'cuddling' their children like the Kents did would have been correct…but…seeing them and all of this, it made her question a few things.**

**Ever since she came to Earth she had been questioning things and had changed. She found love in John Steward a man just a thick headed and stubborn as she was, she had learned about her race's past and the old Gods they had believed in and faced one of them that ended with Grondy's death. She had changed by being here and to tell the truth…she liked who she had become and was glad that she was gaining back the trust of her friends again, because now that she was exiles from he people they were all she had, and she didn't want to lose them again.**

**Later on after a very good meal by Martha, they were gathered in the living room. Wally had claimed that for the first time he had eaten his fill, which was surprising after the fifth helping of everything he had. Martha was just amazed he had eaten so much that they didn't have any leftovers. "I swear I got to learn how you cook like that." Wally told her.**

**She smiled at the red haired speeder. "Why thank you Wally, and thank you for doing the dishes."**

**"Hey it only took me a minute, least I could do." Wally told her leaning back in his chair with a grin.**

**Barbara was sitting next to Kara and had to just breach the subject of what was next for her. "So…where are you going to Collage? Gotham?" She asked hopefully, if she did then they could share a place and she had to admit it would be nice to have someone around."**

**"I thought you wanted to go to Metropolis?" Clark asked her from across a coffee table.**

**"Well…the thing is…I'm not going to either," Everyone was surprised by that and she explained. "I would love to see you more Barbara but I think Batman wouldn't like me in 'his' city and I am NOT taking orders from him. Clark, I really love Metropolis but with you and Steel, well, that's your city and I feel people would be comparing me to you all the time there, I just need to go somewhere where I'm either not in the way, or when I'm not constantly compared to someone."**

**"In other words you want to strike out on your own and be your own person." Jonathan Kent said to her nodded his head.**

**"Exactly." Kara told him.**

**"So where do you want to go?" Clark asked her, he had thought she was going to go to Metropolis and to be honest he had hoped that he could keep an eye on her while there, since she had a knack for getting into trouble.**

**"Well…I was thinking NYU, that is if you don't mind Peter and Spidey?" Kara said looking over to Peter and Spidey as he stand up behind him.**

**Peter himself was a little surprised by this but thought about it and smiled and shrugged at her. "I don't got a problem with it, besides we could use the help. Back in my New York there were other heroes all over the place, with it just being me for a whole city is a lot harder then I thought it would be."**

**Kara was glad about that, she hoped he wouldn't mind and at least she would have at least 13 people there she would know. "Isn't New York an expensive place to live though?" Martha asked a bit worried. "I mean with school and all."**

**"I…hadn't thought about that." Kara said thinking about things, she would most likely need to get a job and a place to live but she remembered how Peter had once said that finding a nice place in a good price range was tough.**

**"You could always move in with us." Peter said off hand without thinking and then noticed how everyone's attention was on him. "What? I mean we live rent free but being Spider-Man and Spidey and his gang isn't cheap and we were thinking of a roommate but it's hard to find just some stranger to live in with us who won't ask a lot of questions."**

**Clark even though he liked Peter wasn't sure if her sharing a place with a boy was something a young woman shouldn't do but Kara was already over to Peter and Spidey hugging them. "You really mean that? Thank you! I mean that place is gorgeous and I wouldn't have to worry about keeping my secret either, this is just so perfect!"**

**"Kara…AIR!" Peter yelled out the last bit as he was being crushed by the blond powerhouse. Spidey was used to it as he breaths through his nose.**

**"Oops, sorry." She said letting them go as he gasped for air and his face went back to it's original color. Spidey grabs her head and gives her a noogie on the head showing his thanks and her hair was mess up as a chicken's coop.**

**Lois saw the look on Clark's face and nudged him with an elbow. "Oh lighten up Smallville, Peter and Spidey and his gang's are good guys so don't worry about her, besides she has to grow up sometime."**

**Clark sighed. "I guess your right Lois, I guess I'm just having trouble of her being on her own."**

**"Well she is family," She told him with a smile. "You're just worried, I mean I was with my sister when she went off to collage on her own, just remember that she's with a good friend."**

**-A Week Later-**

**Kara was finishing unpacking in her new room. She had to admit saying goodbye to the farm had been bitter sweet but she couldn't wait to decorate her new room. It was larger then her old one and she had to admit New York may not have been as clean cut as Metropolis but it was a great city. Peter, Spidey and his gang were going to show her around the city later on too and she couldn't wait for that.**

**She even asked him if they were hiring at that paper he worked at, with her experience at the Planet she might make it, plus Perry always had said she could always use him as a reference. The two Peters of course had said that they would ask around. She needed the extra cash if she wanted to pull her weight around here.**

**She swung open the glass door to the long patio like structure and looked over the city. She had to admit it was nice here and she also couldn't wait to make her presence of Supergirl known.**

**Downstairs Peter, Spidey, Ariel and the gang were watching the news and there was an image of them there stopping another bank robbery. 'What's the point? You'd think these clowns would know to try this outside of New York by now, but no they always think that they can get away with it.' He mused to himself and then listened to a reporter on the TV.**

**"_Once again New York's own super-hero team The Anvegers foiled another crime in the city, in fact ever since this super-hero team had arrived in our city the crime rate has gone down."_ Peter was still getting used to the fact that he was actually celebrated here in this version of New York. So far the cops hadn't shot at him once, and he had to admit that was nice…hell a patrol man asked for his autograph for his kid of all things and Spidey told him it was like this in his dimesion!**

**"_We of New York had always seemed to live without the feeling of someone looking out for us, Metropolis, Gotham, Key Stone, and Jump City as well as others have had the protection of heroes some for years and it seems New Yorkers are actually grateful for this new super-hero team that has made their home here."_ Peter watched on as they did interviews of people, some actually claimed they had saved them in some way.**

**It was hard to tell with all the people he saw. They mostly said good things about him, back home it was kind of a split decision but The Journal, the paper that he worked for didn't have a problem with Spider-Man like JJ had. So the public was more on his side without someone saying he was a menace to them.**

**"_Personally this reporter would like to thank The Anvegers, whoever all of you are, for making New York a safer place."_ Peter turned off the TV and just stared at the blank screen, for so many years fighting without any recognition to suddenly have it was both nice…and a little surreal.**

**"If they like ya'll wait until they get a load out of me." Kara said from behind them, causing them to jump a bit and turn around. "That is if you don't mind the competition."**

**"I don't consider this a competition Kara." He said seriously.**

**Kara sobered up a bit at that, she forgot how seriously Peter took this. "Sorry, I didn't mean it like that," She was about to go on when the doorbell rang out. "I'll get it." She was off before said a word, he shrugged and looked at the time. He wasn't sure but he thought there was something he was supposed to be doing today…then it hit him. He quickly got up and ran to his room for his camera. Spidey and Ariel told the gang they get gone to do something real quick and they nodded and Spidey and Ariel used the elevator in the penthouse and they go down to the parking lot and Spidey pulls his car key and calls his ride and they get in the car and they drive to a food store. The gang went to do their things in their rooms.**

**Kara went to the door a bit excited, this was their first guest and she wondered who it could be. She opened the door and was shocked to see Donna there, only in jeans and a red blouse and what looked like a camera with her. Donna was just as surprised by seeing Kara there.**

**Both just stared at each other for a minute before both found their voices. "What are you doing here?" They both asked.**

**"Me? I'm living with Peter and Spidey and his gang now? What about you?" Kara said to the dark haired Amazon.**

**"Peter was giving me lessons with photography." Donna said a bit shocked by the fact Kara not only knew Peter but was also _living_ with him along with Spidey and his gang.**

**"Hey sorry about that, I nearly forgot you were coming over today Donna." Peter said putting on a jacket with his camera handy. "Hey Kara this is a friend of mine, Donna-"**

**"We met." Kara said a bit quickly.**

**"Oh…okay…well when I get back I'll take you on that tour of the city I promise okay?" Peter said to her grabbing his key and exiting the door.**

**"Yeah…sure…" Kara wasn't sure what was going on, she knew Peter wasn't dating but the way Donna placed her arm in his and then she remembered how she had said she might have feelings for this one boy and she was sure she had been talking about Peter.**

**She closed the door and just walked back to the couch and sat down just staring. She wasn't sure but…it just seemed to bother her or something that Peter was going out with a woman who might like him then more then a friend. She knew she should be happy that Peter might find some happiness but…it just felt…wrong.**

**She couldn't be jealous, he was her close friend why should she feel this way?**

**Donna was a bit unnerved that Peter had a woman living with him now, from what she had known, in this world when men and women live together they are usually together as a couple but that couldn't be the case or Peter would have said something She asked about Kara and he told her she was just a close friend who was going to school here and he needed a roommate to help pay the bills.**

**He explained how they already knew all their secrets so that worked out in both their favors. Now Donna had nothing against Kara, she liked her in fact, but the thought of Kara sharing a place with Peter didn't sit well. She had to know if Kara just thought of Peter as just a friend or if she now had competition for Peter's affections.**

**Peter himself wasn't sure what was going on. He had hoped that Donna and Kara would get along but for some reason there was a…tension or something between them. Maybe it was just the shock of finding out they knew the same person all along. He knew he should have said something sooner but it had just never came up.**

**Either way he hoped they could all get along. Plus there was the fact that Donna was linking her arm with his and he felt a bit uncomfortable. It had been a long time since he ever looked at another girl ever since…well…ever since he came here. But he remembered that strange dream of his with Kara and Donna and had to wonder again if he felt something for one of them? But then again he had never been that luck with girls so he put it aside, there was a small chance they would feel that way about him, and both of them was just impossible to him…at least…he thought so.**

**After a few days things were going alone fine for Peter and Spidey and his gang. Having Kara around was nice, they had someone to talk to all the time now and his new home didn't feel so empty and alone anymore. They had a lot of fun with her also and the fact of having someone with them in his life that new his identity was really nice. They didn't have to lie all the time and could just be himself. To be honest it felt great to have her there.**

**Plus they had spent one of those days, when they had that day off, and just spent it showing her around New York since she had done the same for him in Metropolis.**

**Currently they were both in an elevator with 2nd Peter with that god-awful music that should be outlawed but was in all elevators was playing thank goodness that the 2nd Peter has a ipod touch phone in his pocket playing some real muisc he was 'Play Hard by David Guetta ft. Akon, Ne-Yo'. Kara was in jeans and a conservative shirt on but also had on fake glasses and had her hair in a ponytail. He had asked her when he saw her why the look and she explained that she couldn't just walk around without changing her looks.**

**He then asked why not the brown wig and she had made this kind of cute cringe and had said she hated that thing, because it always itched. She said that with the different clothing, hair and glasses no one would notice. Especially how in her uniform people (mainly man and a few women) didn't exactly look at her face. Peter kind of blushed at bit at that, he had to admit the tight T-shirt and skirt did bring the eye from the face. He also had to admit that looking at her now in the elevator she did look different.**

**She had asked him to see if he could get her a job at the paper, since she did work at the Planet she hoped she could get a job there, plus having a person working there would help too in her favor with getting her foot in the door. They got off at the right floor and walked into the large, open and always busy office floor. The 2nd Peter turn off the music on his ipod touch phone.**

**Peter and 2nd Peter led Kara through the others working there, waving to a few of them that he knew. Then came to the desk where Betty was working she looked over at Peter and 2nd Peter and smiled seeing him with the cute blond girl and tried to hide a smirk on her face. "Hey Pete, who's your girlfriend?" She smiled then seeing a blush form on both young adults and the 2nd Peter just grinned.**

**"S-s-she's not my girlfriend…she's just a really close friend…who just happens to be a girl…will you stop smiling like that." Peter gave a small glare at her and it just caused her to laugh, she though he looked too cute being embarrassed and looking at her like that at the same time. "Look we just need to see JJ and ask him if Kara here can have a job here."**

**Betty sobered up a bit and looked at her. "You got any experience?"**

**Kara smiled at her. "Yeah I worked at the Daily Planet now and then when I was visiting my cousin Clark."**

**Betty nodded her head and used the intercom to see if the boss was free and then led them in. Kara had to admit Peter and 2nd Peter describe this JJ on the money. Nice clothing and the white hair in a ponytail and beard gave him a yuppie businessman look but had a calm demeanor. "So you're looking for a job huh? You got any references, other then the two Peters here?"**

**"Yeah, call Perry White the Editor of the Daily Planet or you can call my cousin Clark Cent or Lois Lane." Kara tried to keep up the innocent girl act and tone down on her confidence but it was hard seeing the look on his face at those names.**

**He leaned forward and narrowed his eyes for a bit. "You really know those people?" He asked her and he had to admit he knew Perry from University since they were both taking a journalism course and had met now and then. Although to be fair it had been awhile since they last met. And of course anyone who considered themselves a serious person in the field of news, knew certain names and Lois and Clark were a well-known team and as individuals, although the fact she was related to one of them didn't impress him, anyone could know someone and it was the opinions of those people that would matter.**

**He leaned back in his chair and regarded her. "Alright, tell you what. I'll call Perry White and ask around, but I'm not promising anything and even if you get great recommendations I might not have a place for you here…but tell you what. Since you're a friend of one of my best up and coming two photographers and I don't want to lose them," He smirked a little showing that last bit was more of a joke. "I'll see what I can do."**

**Kara smiled brightly. "Oh thank you! Even if I don't get a job here thanks for everything," She turned to the two Peters and nodded. "Thanks Peter, I guess I'll see you two later at home then."**

**When she left JJ had stared at her for a moment. 'See you at home?' He thought to himself and looked to the shorter Peter. "You two live together?" He asked Peter and he scratched the back of his head and nodded. "Well I just hope you two can keep a professional relationship as well as your romantic one aside."**

**"W-w-what! Sir, JJ, it's not like that, we're just friends, honest." Peter said and held up his hands. He just couldn't understand why everyone seemed to think they were a couple. Yeah they were two friends that lived together…alone…just the two of them…okay bad example, he thought to himself. As Peter left after JJ gave him a new assignment he older man just shook his head.**

**Kids today, in his day when a man and a woman living together usually meant that they were a couple…unless one of both were gay, he didn't have a problem with that, hell it was a new century after all. Well it was either that or both of them were just good friends…or were leading up to something more. He shook his head again, ah to be young again; he looked over at a photo of his wife. They had been great friends in collage then just one-day things evolved between them and he was never happier for it.**

**He wished the two of them the same luck he had.**

**-Later in the Afternoon-**

**In an office tower in Manhattan a Lex Corp building stood, it was a high rise with offices but also had several research and development floors. In one of them there was a bio lab, they did many different things there, from trying to make new bacteria and germs to be used in industries and in certain products. One of the labs was working on with electromagnetic technologies as well. In the lab areas scientists were working as usual, nothing too exciting was going on and all was quiet. Just another day at Lex Corp and everyone was just doing their job.**

**There was a rumbling sound, at first it wasn't noticeable with all the soundproofing and the density between rooms but a few people started to notice glass shaking in certain areas. Then one of the walls blew in with a strange purple glowing energy with it. There was smoke, and alarms going off everywhere as people panicked and ran to the closest exit. Security guards that were stationed close by to all the labs as a precaution ran into the room. So far the closest guards were only five of them as they rushed in and helped everyone out as the dust settled.**

**They started to move out guns drawn since they were on the fiftieth floor they figured these weren't your normal common criminals. One of the guards was suddenly hit in the chest by a purple beam of energy, another had an Asian woman in black and red with a sword and some kind of red visor on her face leap out of nowhere and with her bare hands disarmed him and took him down in a few quick series of combos.**

**One of the other aimed his gun at the Asian woman but a roar from some kind of giant cat was heard and he turned his head to see another woman only this one was all covering in fur and looked like a cross between a woman and a cheetah. She punched him in the face with such force his nose broke and was knocked out.**

**The two remaining men stood and knew they didn't have a change, one of them told his buddy to run for help and he didn't have to be told twice, he wasn't being paid enough for that anyway. When the remaining one looked back he saw a beautiful blond woman in white step forward. "Hold it right there or I'll shoot!" He said aiming his gun trying to keep a steady hand. She didn't seem to be afraid in fact she looked like she held him in contempt.**

**She kept walking forward and he took a step back still warning her, at one point he couldn't wait and fired several shots. But the blond held up her wrist with gold bracelets and deflected all the shots while still walking forward. When she was close enough she ripped the gun from his hands and crushed it and then with a right hook knocked him out. She looked down at him with a glare. "Male weakling."**

**The last member of the group landed, she was all dressed in black and purple with a jewel on the forehead of her costume. She had long black hair and a British accent. She was Star Sapphire, "Well luv you really handed it to that Old Bill wannabe."**

**The others gathered around, the cat woman was Cheetah, once a respected scientist named Barbara Ann Minerva, who had to experiment on herself and turned her into what she was today. She had to turn to a life of crime in order to get the funds she needed to turn herself back. The Asian woman in the red and black with short dark hair was Tsukuri a warrior for hire. They all faced their leader the once thought dead Aresia, former Amazon who once tried to kill all the men on Earth with a virus. Their leader looked at the three women she had gathered, "Find what we came for and hurry I don't want to stay here anymore then necessary."**

**"Well ain't she just a say of bloody sunshine." Star Sapphire muttered under her breath.**

**Aresia had indeed survived the fall in the ocean when her fellow sister Diana had stopped her plans. She had been lucky and had been picked up floating in the ocean, after she came two she had found a quiet place to recover and plan. She wanted to stay under the radar until she was ready and now she was. She had a new plan and it had taken time to find what she would need, and it was pure luck two of the key and final parts she needed were here.**

**A few blocks away Peter now as Spider-Man was swinging over the city streets Spidey and his gang were out on town looking around in the penthouse to give it some personal touch. He had to admit that this place was starting to feel more and more like New York at times. Although there were a few places he avoided like the plague. Mainly where he, and MJ had used to live, his high school area and other more familiar places. Those just brought up too much pain thinking about all he lost. Truth was even though he had a pretty good life here, he would give it all up to have them all back in his life.**

**He sighed to himself, it was pointless to think on that and pushed them from his mind. He was doing just a routine swing thought the city when he heard sirens and saw a fire truck with police cars heading off to the east. "Well looks like something's up." Peter said to himself and made his way in that direction. He soon saw a bit hole in the side of a building and knew he found the trouble unless they were making giant holes in building nowadays.**

**He swung in through the hole and saw the mess and a few guards tied up in a corner. He started to move when his spider-sense kicked in and he jumped as a purple beam came at him from behind and nearly hit him. He stuck to the ceiling and looked behind him. "Bloody hell, quick little bugger ain't you?" Star Sapphire said floating from a large open doorway.**

**"Oh let me guess…Star Sapphire right? I heard about you, kind of an evil female Green Lantern type of villain," Spider-Man said pointing at her seemingly unimpressed, he had heard the stories and read her bio a while back.**

**Her face scowled a bit, "I like to think myself more of an original and please don't refer to me in the same breath as a Green Lantern," She fired several beams of energy and he quickly dodged them and fired his webbing at her eyes blinding her for a moment, "What the hell is this stuff!" She cried out trying to rip it off and Peter took the advantage of this and leapt at her kicking her towards the door.**

**At that moment Tsukuri and Cheetah walked out. Tsukuri had a case with her that had a biohazard sign on it and knelt down to help Sapphire. Cheetah let out an animal roar and leaped at Spider-Man. "Great, "I'm fighting one of the Thundercats now." He quipped as he dodged her attack but she was quick and fast, luckily he was a bit quicker and faster and just managed to keep just out of her reach with his jumps and leaps.**

**"I heard there New York had have new heroes, figured that we would run into them," She said and tried to rake her claws against his chest, but he grabbed her wrist. He fell back and planted both feet onto her stomach and flipped her over his head.**

**She landed with her back against a computer server and hit the ground. "Damn and I thought all cats landed on their feet…oh well." Spider-sense kicked in and he jumped just in time to avoid a dagger just missing his back. He saw the Japanese woman ready a sword and saw Star Sapphire cutting off the webs with a knife, most likely thanks to her teammate. He knew he didn't have long until she cut enough of the webbing off to see and then he would have an extremely pissed off villain on his hands.**

**He bent backwards dodging a vertical arc of the katana it had been so close that he could feel the wind of the blade even through his costume. He righted back up and had to jump onto the ceiling to avoid a reversal of the blade. He tried his webbing but she was too fast and either dodged them or used her extremely sharp sword to slice it up.**

**"Damn it, what do I have to-WHOA!" Peter just jumped off as a blast from Star Sapphire hit the spot on the ceiling he had been on. He looked over as saw his webbing still covering one of her eyes. Well Peter figured at least she had no depth perception like that so her attacks would be off as long as he wasn't too close. He ducked as that sword nearly took his head off, he backhanded Tsukuri and did a back flip to avoid another energy blast but while in mid hair something hard hit his side.**

**A console had been thrown at him and slammed him through a wall, luckily it hadn't been that thick but it still hurt. He coughed a few times, seeing stars from the impact, not to mention his side hurt like hell and his back. He shook his head trying to clear that annoying buzzing sound but he didn't realize that had been his spider-sense and not something from the injury. It was too late though as what felt like a sledgehammer hit him in the ribs. He was up in the air again but this time shot out a web line and managed to land himself on the ground.**

**Only he kind of half landed, half fell to the ground and looked at an yet another female villain only a very attractive blond that kind of reminded him of Diana for some reason. "Let me guess…a super villain team of the Valkyries?" He asked her.**

**"I am Aresia, and this is my Sisterhood, and you must be one of the so called male protectors of this city." Peter didn't like her tone and he obviously was pissed about something. "You or your super-hero team will not stop me from returning this world to its former state and then maybe there will be a sense of sanity in this world."**

**"Look Xena or whoever you are, I don't know what you're talking about but I can guess it's not good," Peter managed to say while struggling to stand. "So whatever it is you took or are trying to take, why don't you just put it back and we can avoid all the unpleasantness."**

**Aresia narrowed her eyes. "Do you mock me?"**

**"Lady…of course I mock you, it's what I do, well that…and this!" Peter fired both web shooters at her but she was quick and used her bracelets to block the attack, just like he had seen Diana many times before and now he really wondered if there was some kind of connection, but he shouldn't have let his mind wonder because she grabbed the webbing and yanked him forward. He was pulled off his feet and was met with a fist from the furious blond right tin the jaw.**

**Peter slammed into an equipment table denting it and most likely his back if what he was feeling was an indication. He was also blacking out and he tried to fight it but it was too powerful. His opponent looked down at him and then back to the others, "We need to get everything back to the river now and set everything up."**

**After that Peter blacked out completely and slumped to the floor. The other women gather up what they came for. Aresia picked up a machine several feet long with a sphere in the center of it and lots of wires.**

**Tsukuri picked up the biohazard case she had dropped earlier while Star Sapphire woke up Cheetah. "How the bloody hell do I get this stuff off my face?" She grumbled still trying to pull off the remaining webbing.**

**"Forget about it, we can deal with that later," Aresia said to her, "Just get us out of here."**

**Star Sapphire concentrated and made a sphere of purple energy encompassing them all and floated them all out of the hole in the wall. There was a police helicopter outside and she smiled to herself and fired, it took a few tries thanks to her one eye covered but she nicked the back rotor sending it falling to the ground. They all few off into the distance as the helicopter pilot tried to make an emergency landing.**

**It was hard and he wasn't sure if he could do it then all of a sudden it just stopped in mid air. He and his co-pilot just looked at each other as it seemed to just float down to the ground then he heard a knocking on the window. His eyes widened at the sight of Supergirl outside. "Hey did I miss something?" She asked them.**

**She had been flying around the city just doing her thing when her ears had picked up trouble over here. She had seen the helicopter going out of control and had grabbed it and set it down just in time. She was about to go off after the villains when she over heard the police band in the helicopter. There was something about a report of someone seeing Spider-Man enter the building. She looked around but didn't see him and frowned. She got a bad feeling about this and flew up to check on him. She called Spidey and his gang to rescue as they came in fast and hidden behind a alley way and change into their costumes and went to check up on Peter with Kara.**

**Spider…**

**Spider…**

**Peter groaned and felt his body slowly returning to him and boy did he ach all over.**

**Spidey come on wake up…**

**"Huh?" Peter started to come around and the first thing he focused on was the blond hair, it looked familiar to him, Gwen? No wait Gwen was dead…Kara? He looked and his eyes locked onto her sky blue ones and he blinked a few times. Then he tried to get up and was struggling so Supergirl helped him to his feet along with Spidey and his gang. He looked around and saw the trashed labs and then it all came flooding back to him.**

**"Hey you alright?"**

**Peter turned to Kara and nodded, "Yeah I've been worse. Where did they go?"**

**Kara shrugged, "Don't know, they fired on a chopper and I had to save it, they were long gone so I decided to check up on you. Who did this? I saw the purple sphere but I didn't get a decent look at who was inside it."**

**Peter tried to think back to his attackers, "Okay there was this cat lady with them, some type of female ninja, that sphere was done by Star Sapphire and then there was this other woman."**

**"An all female team huh? Great girl power gone bad, you know who that last one was?" She asked him looking over the damage, it looked like a major brawl had been here but then again she wasn't surprised by that, it was the kind of things that happened with superheroes but she was also worried about Peter. His costume was torn in a few places and he was a bit shaky on his feet and this was a guy she had seen do acrobatics in the air and land perfectly.**

**Peter remembered that blond, he let himself get distracted by her and boy did he pay for it, "Imagine a blond version of Wonder Woman only in white and gold and you pretty much got it here, you wouldn't happen to know her would you?"**

**Kara shook her head, it didn't sound familiar but then again if it had been someone before she joined and hadn't met or read about then it was most likely a new villain, "So…what did they take?"**

**"Don't know, I didn't get the chance to ask them," Peter said sarcastically then caught the glare Kara gave him, "Sorry but I just got my butt kicked and I'm not exactly Mr. Happy at the moment."**

**Peter said that in a softer tone and Kara's expression softened too and she nodded, "Well we might as well ask the people here what's missing," That didn't occur to Peter to just ask them, mainly because of how people treated him for years in his old world. It would be lot easier and it wasn't something he had ever tried before. When the police and the people in charge of the labs showed up Peter had to fight the urge to slip away.**

**He was still getting used to how he was treated in this world, years of being treated the way he had been kind of gives a guy a complex. He let Kara, Spidey and his gang handle it though since she and them was more at ease then him. After the lab guys looked over the damaged equipment and Peter told the police everything he knew which was a bit more pleasant then he thought it would be like one of the head lab coats came back looking a bit pale. "So doc…what did the bimbo league take?" Kara asked him. Spidey and his gang were waiting for a answer.**

**The man was a bit nervous and was ringing his hands. "Uh…well…that's a company secret."**

**"Oh come on!" Peter threw up his hands, which hurt a little, but he masked it well, "They took a couple of things and one of them had a bio-hazard symbol on it."**

**"What?" One of the detectives shouted out. "You were working on a biological hazard inside Manhattan!" The cop took the scientists by the lab coat, "So now some super villains have a virus or something? If you don't want to be responsible for the lives that will kill you better cooperate."**

**The scientist said it wasn't a virus and ran off a few chemicals names. "Uh…did anyone get that?" Kara asked, she wasn't a dumb blind but chemistry hadn't been one of her best subjects.**

**"I think he means it's a chemical that eats up oil, like in oil spills," Peter said then asked what the device was. They were told it was an experimental EMP generator. "Oh crap, please tell me you're kidding about that last one."**

**"I'm afraid not, we were researching ways of taking out enemy armies without lethal force and an EMP bomb was the one we were working on here." Peter was afraid to ask but when he asked how powerful it was he knew he wasn't going to like it. It was as powerful enough to take out most of New York City's power.**

**"Oh crap…" He muttered and looked to Kara and Spidey and his gang, "We need to find them and fast."**

**"Yeah but how?" Even she knew the damage that would happen if it went off in New York. The damage and injuries not to mentions riots that would happen from all the powers being suddenly knocked off in everything would be dangerous. They started looking around for anything and Kara found something it looked like dirt or something and had Peter take a look at it.**

**Luckily Peter had also equipped his belt with new equipment and gathered it up. He was glad he had taken a few lessons with Batman and he learned more then just martial arts, he learned a few things about detective work. Plus he thought that utility belt he had was cool. They searched some more but didn't find much else. "Well come on, I need to analyze this stuff and we need to find out where they are," He told Supergirl and Spidey and his gang after some time.**

**They nodded, "Yeah and we need to see how badly you're hurt, and don't you dare tell me your fine I can see you limping." She had cut off his chance to deny it and he just sighed and shrugged. They left the building and headed home. Kara being faster went ahead to get the first aid kit ready, Peter could feel his ribs hurt but thankfully it wasn't a blinding pain. That meant his ribs weren't broken, and he could still fight.**

**Kara was a bit worried, she was practically invincible but Peter wasn't. She never thought about how hurt most heroes can get. She remembered how Green Lantern and Captain Atom had been hurt badly on her first mission. Plus the fact that she liked Peter and knowing how badly he could get hurt worried her more then she could ever remember being. It was just kind of surreal when the knowledge that Peter could get seriously hurt or even get killed. She stopped in her tracks thinking about that, what if he did get killed doing this? She had lost so much in her life, her home, her friends, her family…when the thought of losing Peter hit her it was like dagger to her heart.**

**She felt like crying for a split second but pushed it aside. She wouldn't lose him because she was here in his life and there was no way she would lose another thing she cared about. She heard him and them come into his room and she found him placing the clues they had found on his dresser. "Alright take off that top Peter," She saw him a little nervous even through the mask and she smiled, "Hey it's not like it's something I haven't seen before right?"**

**She blushed a bit at the memory of that shower incident and watched him pulled off his mask and then his shirt. She stopped her self from gasping but was still looking worried at him. She bandaged up his ribs and chest and placed disinfectant on a few cuts. "I don't think you need to go to a hospital but you'll need to be careful if you go out again. We might need backup for this."**

**Peter nodded, "Yeah see if you can use the JL communicator and see if anyone can get here in time, I'll be in the lab working on this stuff." She watched him and they go into the secret door. She left him and them to their work and went to her room to use the communicator she had left behind, but then the damn doorbell rang and she sighed. She quickly changed at super speed and placed on the fake glasses and redid her hair with bangs in the front and a ponytail. She decided this would be the 'Kara Kent' that everyone would know.**

**When she opened the door she wasn't expecting to see her again so soon. "Donna?"**

**Donna Troy AKA Wonder Girl in her street clothing blinked a few times. "Kara? Is…is that you?" Donna had to admit she looked completely different from how she had seen her a few other times.**

**"Uh…yeah, what are you doing here? I don't think Peter mentioned you coming over," She tried not to sound cold or anything, she liked Donna but she kept making eyes at Peter and always linking her arm with him and…god she sounded jealous and that couldn't be the case.**

**"He didn't know, I had some news and I figure you the 16 of you would like to know…can I come in?" Kara moved aside as she came in, "Where are they?"**

**"Up in the lab, I'll show you the way," Kara said as they climbed the stairs to the second level and the secret door was still open. In there they saw a bandaged up Peter looking in a microscope along Spidey and his gang and Donna could see all the other equipment and teleporter there. But she was mainly focused on the bruises on his face.**

**"By Athena what happened to you?" Donna said seeing his injuries. They gave her the run down on what happened to her and Donna's eyes widened at the description of the blond woman. She asked Peter to describe her as best as he could and he believed that it had to be Aresia. She remembered when their Queen had come back to the Island and told them of the news, but now it seemed she had not perished as she believed.**

**"I believe that was Aresia, she was one of us who went renegade over a year ago…we thought her dead." She explained to them.**

**"Wait a minute! Wasn't that the psycho that tried to kill all the men in the world with her virus!" Kara exclaimed. She remembered how her and Martha had been looking after Jonathon during that, she had been so afraid that he would die. She considered the Kents her family and she already lost one and if that blond bimbo was up to her old tricks she was going to make sure she never got the chance to start whatever she had planned.**

**"Yes…her," Donna said ashamed of her actions. She had been friends with her once the fact she went against all their teachings was hard on her and a few others back home too.**

**"Well we have to stop her and Donna…we could use your help," They said to her and she nodded, "Anyways I think that stuff you found Kara was an industrial grade lubricant."**

**"So…how does that help us?" Kara asked him playing with her glasses in her hands.**

**"Well I overheard one of them say they needed to get back to the river. What if that was the Hudson River? And now…" Peter rolled on his chair across from him to where a computer with a one of those flat screens was and entered into a search program Bruce used and now Peter was. "I'm going to look up to see if there is any factories abandoned or recently bought that might have those things."**

**After some time searching Peter came up with several possible targets. "Great," Peter muttered looking over the list of names of the places and who owned them.**

**"Wait a minute," Kara said quickly seeing something. "Aresia was raised as an Amazon right?" Donna nodded and Kara pointed to a company that bought out an old factory. "Athena Corp…Kind of the name an Amazon would use since she's like the patron god of the Amazons or something wasn't she?"**

**"Yes Athena is our goddess of wisdom, war, the arts, industry, justice and skill. She is revered amongst us," Wonder Girl told them.**

**Peter looked up more of the company but so far it had only been around for a few months and he couldn't find what they did. "Well…looks like we got what we needed. I say we suit up and go, we can't wait for the others to show up. Kara get on the communication gear and tell any other members of the League about this, Donna I hope you got your uniform under there we're going to need you."**

**Both girls nodded and went out of the room when they were out of earshot Donna had to ask Kara something. "Is he always like this? Willing to do whatever it take no matter how injured he is?" Kara nodded, "I do not know weather he is brave…or stupid."**

**Kara smiled, "I think a little of both." Donna nodded her head.**

**-Later-**

**Kara had sent the word out but so far everyone else was busy with something else at the moment and any reinforcements would be awhile. So the 18 of them had to do this themselves. They found the old factory as the sun was setting. It looked almost deserted but there were lights still inside. "So do we just charge in?" Wonder Girl asked them floating next to Peter, Spidey and his gang with Supergirl doing the same on the other side and Odette, Chuck floating behind Spidey and Bee his full size again.**

**"No, if that EMP is active then it might go off. We need to know if they got it working first so I say stealth is the way to go for the moment," Spider-Man told the two women and everyone else. They agreed to that plan and easily made their way to the rooftops and Peter, Spidey, Ariel, 2nd Peter, MJ, Altair, Ben gone into Big Chill, Gwen had sneaked into a lot of places so he knew where to try and look for ways in. He found a skylight and Kara, Odette, Chuck burned off the locks with their heat vision and the sensor to the alarm that Peter, Spidey, Ariel, MJ, 2nd Peter sensed.**

**They stayed in the rafters of the large factory. It was very open and had old machines that for the most part were in disrepair. A few looked like they were up and running again, mainly a few vats while there was more modern equipment that looked out of place and had to have been brought in.**

**He saw Cheetah looking over a vile of the chemicals while Aresia was looking over the EMP. Tsukuri was leaning against a large piece of equipment while Star Sapphire looked bored. "So please tell me why the bloody hell we bothered to take this stuff?" The British villain asked them.**

**"With the chemicals we can threaten to wipe out the worlds oil supply unless they pay us anything." Cheetah said not looking away from her chemicals, "And with the EMP we can also threaten to wipe out an entire city's power without notice for who knows how long. Cars will stop, planes will fall, hospitals will lost power…the works."**

**Although Cheetah didn't personally want that, she just wanted the money to help fund her experiments to turn her back into a normal human again and not as the cat-freak she turned herself into. Aresia however had other plans, she had told them they were going to blackmail countries and the oil companies but she planned to use the devices anyway.**

**She was going to turn the world into what it had been, making it more pure and simple. Without all those weapons and machines like the ones that took her family from her. She lost her family in a war and if she couldn't take men out of this world then she would take their ability to make war.**

**Peter saw that they were going to make a lot more of the oil eating chemical in those vats and it looked like the blond Amazon was figuring out how to make more of the EMPs. "Damn that's a nasty plan, I mean I've heard a few in my day but that would devastate the world without oil and power."**

**"No kidding," Kara whispered back to him.**

**Tsukuri however may have been leaning back but as a trained warrior she always kept alert and she noticed when 19 figures were trying to hide in the rafters. She quickly drew a knife and flung it at them yelling out to the others. The blade just barely missed him as he had to jump out of the way, 'Oh well I guess it's now or never we start the fight.' Peter thought.**

**Supergirl, Odette, Chuck fired their heat vision at Star Sapphire who brought up a purple energy shield, "we got miss British," She said flying off towards her.**

**"I have Aresia," Donna said coldly flying off towards the ex-Amazon with Cassie.**

**Peter landed and saw both Cheetah and Tsukuri moving on him. "Oh great two more pissed off women in my life just what I need." Altair told Spider-Man let me handle the ninja as he ejects his hidden blade and Tsukuri gets out her katana and slash it at Altair but being a master swordman and Assassin he block it leaving Cheetah to the others and Ben changed into Rath as they do battle.**

**"I would have thought a man dreamed of two women," Cheetah said with a smirk as she tried to claw slash at their chests but missed.**

**"Lady you have no idea," they said as Altair ducking a Katana slash from her partner and Altair got out his own katana the sword of sound as they clashed with blades, "But this isn't one of them."**

**Supergirl, White Swan, Black Ice kept firing their heat vision at Star Sapphire hoping to collapse her shield but it didn't look like it was enough, "Don't bother trying luv you can't get through this."**

**"Well see about that," Kara said with a grin on her face as she, Odette and Chuck goes super fast and hit the sphere at super speed causing it and Star Sapphire to be thrown through one of the vats. "I may not be able to punch though it but we can punch it though something else."**

**Peter was now facing the one agile and quick woman that were pushing his own agility and speed to the max. "Hey ninja lady, how come you're the only one that doesn't talk?" Peter ducked and then flipped over her, "I guess you're the strong silent type huh?"**

**She yelled out with a spin kick but Peter, Spidey were faster and caught it and flung her into a support beam and webbed her to it. He was about to take a breather when he was tackled by Cheetah. They rolled a bit on the ground until he kicked her off. She looked at him and smiled, "I must know…one animal powered people to another…are you like me under that mask or did you keep your good looks?"**

**"Uh…yeah I look pretty much the same."**

**She gave a sad smile, "Then consider yourself lucky," She attacked again and she couldn't help but marvel at their abilities she wondered how they got such powers as they danced their battle. "You know you are amazing, I bet you're handsome under that mask too."**

**'Great I'm getting hit on by another cat-woman, first Black Cat and now her. Is it me?' He wondered before speaking. "Look I admit you got this cute cat-girl thing going for ya, but I don't date super villains." She just shrugged and leaped at him once more and he fired his webbing at her eyes. She was blinded and when she landed he and Spidey got her hands and feet after that and then her arms and legs to make sure she didn't try and break the webbing.**

**Donna, Cassie were facing Aresia, "You have dishonored our teachings 'sister'."**

**"I only took it to the next logical step, our Island is peaceful and look at this world. It is full of evil and corruption of men." Aresia spat out the name men like it was poison.**

**"I admit…there are things in this world I don't like, but there are good points. Not all men are as bad as we have hard of, I know a couple who is noble and kind and who fights with good in their hearts…as long as there are men and women like them in this world I know it can become a great place."**

**Aresia laughed at her words, "The words of a child mean little to me."**

**That got the two Wonder Girls angry, "Fine then with the words of this 'child' can do nothing then perhaps my fists can bring reason into that thick skull of yours."**

**Donna and Cassie flew at her, and the golden haired woman had to dodge. She may have had the strength of an Amazon but she didn't have the flight abilities like Diana and Donna were given. The two titan women then struggled together. "You're sister was one of the few that could best me child what makes you think you can stop me?"**

**Donna and Cassie managed a punch to Aresia's gut, "Because I am not my sister," She rammed her knee into Aresia's face as they continued to struggle. Peter, Spidey, Rath, Gwen, Kevin, Altair, Ryder, Eva, Bee, Sonic, 2nd Peter, MJ had finished and so had Kara, Chuck, Odette, she along with Chuck and Odette had managed to finally get through the energy shield by forcing Star Sapphire to fire and then with super speed punched her into a steel wall knocking her out.**

**"Do we help?" Kara asked Peter seeing the two Amazons and one non-Amazon fighting it out.**

**"I think this is something she has to do herself…but if she's in trouble then we step in," He said watching with Spidey and his gang the two go at it.**

**Donna, Cassie were knocked into some equipment smashing it with their backs and groaned. She wasn't doing as well now as she had been. She wasn't as good a fighter as her sister and Aresia she was close but Aresia was a bit better.**

**She and her flung themselves out of the way as a fist just missed them. "You won't stop me."**

**Donna and Cassie looked for anything to help her so far their opponent kept coming after her time and again tying to land a strong blow or get in close. She was trying to figure out a way to use that when she saw something with a lot of cables coming out of it. She wasn't familiar with a lot of technology but she did know that lightning bolt on it a symbol that she knew to mean electrical hazard. A plan formed in her mind in the air looking down at the blond warrior. Crap even Cassie know knew about what happened when you shock someone espcially a Amazon.**

**"You truly are pathetic you know that? It was a mistake to take in such a weak fool, we should have thrown you back into the ocean for your dishonor. Did you know you're name is now cured on our Island?"**

**"You lie!"**

**Donna floated down and smirked at her, "My mother was right about you, you should have been exiled. What do you hope to accomplish? You will never be allowed back to the Island as you are no longer one of us, you have been stripped of being an Amazon since you don't know how to be one."**

**That had done it as Aresia was proud and didn't want her personal honor questioned by this insolent child and wanted to send her fist though the dark haired young woman's face. Donna deflected the blow with her forearm sending it past her head and into the large green equipment. Wonder Girl quickly got out of the way as the electricity went into Aresia.**

**The blond screamed out in both pain and rage and after a moment the power cut out and the blond warrior staggered a few steps, slightly smoking and her fist slightly dark towards Donna and Cassie, hate in the older woman's eyes but then she fell to her knees and slumped down onto the floor.**

**Surveying the defeated villains Supergirl placed her hands on her hips looking victorious, "Well I call this a success," She said blowing a stray strand of hair out of her face and fixing up her uniform.**

**Donna and Cassie was kind of doing the same as her and Cassie after their own battle, "I agree…you have impressive combat skills," She admitted to her figuring that if she was going to be in the area a lot she might as well try to get along with Kara like they had at the beginning.**

**Kara smiled a bit and nodded, "Right back at you," She knew that they were actually extending the olive branch to each other. They had started out as friends but whatever was going on Kara didn't want anything to more to ruin that. Besides not liking her for liking Peter was stupid and it was time to grow up.**

**Peter, Spidey, Ariel, Odette, Cassie, Ben, Kevin, Gwen, Eva, Altair, Ryder, Bumblebee, Sonic, Chuck looked between the two of them and smiled under their masks, hood, faces, glasses as the two started talking in a more civilized way. They had know idea what started it but was glad they had worked out whatever it was. They looked down at the defeated female villains. 'Women…who can figure them out.' He mused to himself.**

**"Well let's make sure all the nasty equipment they stole is nice and safe and these women are nice and secure." Peter spoke as he, Spidey, Ariel, 2nd Peter, MJ webbed up the others while Supergirl and Wonder Girl used the metal around the place to make sure Aresia didn't escape.**

**All the villains of the Sisterhood had been taken away with the exception of one, Aresia. She was now in a special cell of the Watchtower by Wonder Woman's request. Diana had been trying for the last two days to try and get through to her Amazon sister but it was proving futile. She was now sitting alone in the observation room in a generic metal chair with a small round table just looking out into the stars. After anther disastrous session with her sister she was also drinking a cappuccino lost in her despair.**

**"I take it, it didn't go well," Came a dark voice and she jumped and turned around to see Batman there. She hated it when he snuck up on here like that, plus the fact that she was supposed to be a great warrior and yet time and time again he kept surprising her like that.**

**She sighed looking back at her drink, "No it didn't."**

**"Sometimes you can't save a person Diana, she has too much anger in her to let go,"**

**"I can't believe that Bruce," She said shaking her head, "I've known her to so long, she was a great friend to me and I just can't…I can't accept that she's gone."**

**Batman thought about his own problem like that with Harvey Dent, former DA of Gotham City. Harvey had been a great friend to him, maybe even his best friend then one day an accident disfigured half his face. Harvey's mind couldn't take it, and a new personality joined in calling itself Two-Face. Harvey lost his old job, his fiancé his whole life. Bruce tried to help him several times once he even tried to get Harvey plastic surgery to fix his face but Two-Faced had planned ahead and hired men to bust him out of the hospital. Now he was in jail once more but with a new third personality The Judge, one created by Harvey Dent to balance out the Two-Face persona. So far Bruce didn't know if his old friend would ever be safe.**

**"Perhaps, it's not easy losing a friend like that and hoping that they'll be back and you'll have what you lost is sometimes the only thing that keeps you going."**

**She tilted her head up, "Bruce? Are you-" She turned to see him but he was gone, "I hate it when he does that."**

**She sighed and went back to her drink and took a sip. She never understood why Bruce could never open up and when he did it was only for a moment and then he bottled himself back up again. She never understood why he never let anyone close to him, why she couldn't get close to him. She knew she had feelings that had grown for him over the few years, at first she had respected him as a warrior and as a comrade in arms. Then as she got to know him and his identity she found herself captivated by him and soon one day she found herself thinking about him in ways that a friend wouldn't.**

**She wondered if she would ever get anywhere with him and before she could think on it more she saw a few others walk in. They were Supergirl, Spider-Men, Sonic, Spider-Girl, Spider-Woman, WG, Ben 10 in his green hood, White Angel, Ghost Rider, Black Snake, White Swan, Bee, Black Ice, Lucky Girl, Blade with Green Lantern.**

**"Well we just got a message from the UN Diana," John told her, ever since it was told that Aresia was alive and in their custody many governments wanted to put her on trial for crimes against humanity for that virus she unleashed a year ago. "They are getting a bit tired of waiting for us to finish with her and let me tell you they are short on patient."**

**"Tell me about it," Kara said crossing her arms and shaking her head, "I swear if some of those people are the best representatives of their country then I fear for those places."**

**Diana sighed she knew that Aresia needed to answer for her crimes but she had hoped that she could have gotten somewhere with her, "Then I guess we have to hand her over."**

**"Yeah, sorry about this Diana," Peter said seeing how she was taking it. He remembered how his friend Harry had become the Hobgoblin and it was only after fighting him and some special counseling from SHIELD did he ever return to normal again. But then a year later his father would kill him for his 'betrayal' and everyone else Peter had cared about. He shook the memory away not wanting to go back down that path again at the moment it was still too painful for him to think about.**

**"I guess we shall have to ready her for transport then," Diana sighed and stood up.**

**"Not yet you won't," Came another voice and they all turned to the door to see none other then Queen Hippolyta, Ruler of Themyscira. Next to her was Donna as well.**

**"I have come for our sister to be judge by Amazon law," The Queen said in full authority.**

**"Unfortunately that's a problem," John said to her not backing down, "She's broken a lot of the laws of the world and has to answer for them."**

**"She is also a member of my people," The queen retorted back.**

**"Oh boy this won't be good," Peter and Spidey muttered to themselves as the argument between Green Lantern and the Queen continued on and on. John eventually brought up how there were no extradition treaties and that Themyscira wasn't recognized by the United Nations. Then Peter and Spidey had an idea and decided to intervene before things got ugly and World War Three broke out between the two, "Hold it please!" Peter, Spidey and Ryder was now between them with both hands out in stopping gestures.**

**Seeing them take a step back from each other he sighed and went with their idea, "Okay how about this…Queen Hippolyta, you have to realize that the world has changed since your days when you and everyone moved to that island correct?"**

**She nodded she did have to admit that these men did have a point, when she first stepped foot in Man's World it was nothing like the world she remembered, "Go on."**

**"Okay well what if you went to the United Nations and asked to not only have your nation recognized but also asked to deal with her since she's a citizen of your people?"**

**Everyone in the room looked at them with an expression of thinking that over, they hoped that this was a good move as they waited nervously for what she thought about it. They really hoped that she went for the idea because the only other option wasn't pretty.**

**Queen Hippolyta thought about his words she was one of the most wisest of Amazon rulers and she realized that they may need a voice to be heard for her people and someone to watch over the affairs of this world in case they were a threat to her nation and her people, "Very well I see the logic in that, but who would I send? Donna?"**

**Wonder Girl was taken back by surprise but wasn't sure she wanted the position, she was still learning things and now to be the voice of all her people…It was a bit much and she shot Peter, Spidey, Ryder, and Ariel and her sister a pleading look from behind her mother.**

**"Actually no offence to Donna or nothing, but we think a figure that the public knows more about and respects would be more fitting," Ariel said to her and she noticed Donna sigh and relax a bit and had to smile under her mask.**

**"There is no one else," The Queen said to them.**

**"Well…what about…" Spidey and Ryder looked at Diana and saw both women straighten up at that.**

**"No." The Queen said harshly to them yet on the inside it did hurt her to be so cold to her own daughter but she had broken the law, Diana hung her head accepting her mother and her Queen's judgment.**

**Kara however didn't like this at all, "Now just hold on there missy. Why the hell not?"**

**"I agree with the kids on this one," John told her, "I know she broke that law but if she hadn't you Amazons wouldn't even be here to judge her."**

**"The law is the law and even I can't change it." She told them all but she wished she could.**

**Everyone was silent at that moment, everyone trying to think of something to say. Donna looked at her older sister with sad eyes, she wished their mother could lift the banishment so she could come home whenever she wanted so badly and she knew her sister missed home.**

**Peter had another idea but he hoped this one worked better so he looks at Altair and telling to do it and Altair spoke up not scared, "Okay you said she was banished…but did you say how long?"**

**The Queen knew what the man in the white robes under his hood was asking but shook her head, "That will not work, it would look like I was going easy on her if I just let the banishment end."**

**Spidey and Peter swore in their heads and thought about her word doing their best to use that brain of their to think of a way then it hit them, "Well you can't just let it end…But what if you gave her a task to perform for your people in order to atone for her…'Crime'," Peter really didn't want to use that word, since he also felt she didn't do anything wrong.**

**Hippolyta thought about this, if she tried to atone for that by being the representative she could atone for that. She wouldn't be allowed back until she had done enough and Donna could relay any information back to the island, plus Diana had more experience with this world and the political forces in it. She wouldn't be out of her depth like any other Amazon that is IF any came forward for this duty…Plus deep down she wanted her oldest daughter back in her life. She looked at this Spider-Men, Spider-Girl, Ghost Rider, White Angel, which Donna had spoken of on the travel here.**

**It was obvious her youngest had a thing for the young man in the red and blue suit and she smiled at them, "Donna has told me about her friends and about all of you. She said you are a great scholar and warriors as well. I can respect this for we all try to hold onto the wisdom of Athena and yet keep our warrior skills as sharp as our minds."**

**She walked over to them and nodded her head, "It is good that my daughters have such friends," Then turned to Diana, "Diana come and kneel," She commanded and Wonder Woman didn't hesitate as she went down on one knee to her Queen.**

**"I charge you with being our Ambassador of the Amazons. With this you can prove yourself worthy of your heritage and regain the honor you lost. Do you accept this challenge?"**

**"Yes my Queen," Diana said smiling and felt tears in her eyes, she had a chance now a chance to go home one day.**

**"Then rise."**

**Diana did and was suddenly being hugged by Donna, "This is great, one day you'll be able to come home I know it," She said happily. Diana hugged her sister knowing it too and looked to Peter, Spidey, Ariel, Ryder, Altair and mouthed 'thank you' to them for helping and they nodded to her as everyone else was just watching the happy moment between sisters. Even their mother although not showing it was happy that her family might one day be reunited back home.**

**-Later-**

**Peter, Kara and Spidey and his gang were in the cafeteria eating a meal while everyone else had gone down to the UN to try and get everything cleared up. All of them didn't want to go back after that last time, with all those politicians there they were both amazed things got done at times. Peter had the bottom of his mask lifted up over his mouth while he took a drink he looked over the place. Spidey and his spiders peeps does the same.**

**They saw Green Arrow talking to or more likely hitting on that blond woman he learned that was called Black Canary he also knew that the green archer had been hitting on her constantly the entire time he had joined up but the woman didn't seem to mind. He noticed Zatanna; a woman with magical powers in a female tux, top hat and fishnets on her legs was at the same table smirking as she watched him try his skills out on Black Canary. Peter didn't know if Green Arrow actually got a date with her yet but boy that man was trying…Not the Peter and Spidey could blame him since the League opened its doors to all heroes there seemed to be a bunch of beautiful women here all the time.**

**They heard Kara snort at something and then noticed she was looking right at the same group, "Hey…Are you listening in?"**

**The blond alien girl smirked and they knew their answer to that, "I couldn't help it, besides Clark tells me to improve on it since I just got it and you wouldn't believe the lines that guy throws out." Peter and everyone else shook their heads and decided not to ask what he was trying out, there were some things he didn't want to know. "So…You going to the office party for Betty's birthday?"**

**Peter smacked himself on the head, he forgot that Betty from work was having a birthday and JJ had managed to get a surprise party for her ready for before her work shift ended. "Oh crap I forgot about that!"**

**Kara had to smile and shake her head, living with Peter and Spidey and his gang she had to become the one to remind him on certain details. He remembered to get the groceries and to take out the trash and laundry and clean and stuff like that but for the life of her never could figure out why he seemed to blank on things like that, "It's alright tell you what, after we get back I can help you gift shopping for her."**

**"Thanks I never know what to get anyone."**

**"It's no problem, what are best friends for?" She smiled at him and Peter looked at her face at that moment and saw just how bright and uplifting it was. He hadn't said so to her but having her around had helped him and them more then he had thought it would to deal with his life. She helped to make his life less empty and he had more fun with her and them around the apartment since the day she moved in.**

**He looked at her now and saw just how she was always full of life and that attitude of hers always helped to uplift him whenever he was down and he knew when he showed that, she went out of her way to cheer him up. She had become closer to him then anyone in his life at this moment and looking at her he found himself staring at her face and just knew she was also very beautiful. He knew that and other thoughts he had been having of her he shouldn't since this was his best friend but he couldn't help it. Spidey and Ariel saw this as moment if they have feelings for each other.**

**"Hey you okay?" Kara said snapping him out of his thoughts, she had caught him staring in her direction for a moment but with those huge reflective things on his mask couldn't tell what.**

**"Oh, yeah sorry…I kind of drifted off there for a minute."**

**Kara thought that he had been looking at her and blush but turned her head to quickly hide it. She wasn't sure about how she felt about Peter, sure she liked him and even though she and Donna had gotten along now and were good friends whenever Donna flirted with Peter her jaw clenched. He liked her but not when she flirted with Peter, she knew how it sounded she had talked to Barbara about it and of all things she had laughed and said that she was jealous.**

**Her? Jealous? She didn't want to believe it but she couldn't help but think that what if she was? That would mean that she was attracted to Peter…Okay sure he was really, really cute and a very good friend but was she ready to try and jeopardize her friendships with him? She still remembered how they hadn't talked for a few days after that shower incident. She wasn't ready to try something she was afraid he might get weirded out or something.**

**Peter however had been having thoughts about their relationship still; he wondered what if he asked her out? Would it be too much? They had gone out together as friends and had a great time but what it he asked her out on a real date? He wondered what that would do to their relationship but after losing MJ he wondered if he would ever find love again but then how could he if he never tried? "Hey Kara…I was wondering…" He gulped trying to find the words.**

**"Hey guys what's up," They both turned to see Flash there. Peter was both annoyed and relieved that he showed up and guessed he might as well take it as a sign and focus on him now.**

**"Boy you have no idea, where were you?" Kara asked the red glad super speeder.**

**He sat down and shrugged, "Had this nasty business with a volcano, you going to eat that?" He asked Peter pointing at a bagel and he shook his head, "Thanks man I starving," He quickly gobbled it up as the two of them filled him in on what was going on.**

**"Whoa…So…Diana is going to do this and might get back home?" Flash asked them, he like the rest of the original League had wanted her to be able to go home again after that Hades thing but none of them had figured out a way so they had just spent the month after that trying to cheer her up. He remembered how depressed she had been after that and felt sorry for her.**

**"Yeah that's what we're all hoping for," Kara said nodded her head.**

**"Well this is great! I mean they had no right to do that to her, she saves them and then they kick her out?" Flash folded his arm across his chest and sat back, "Bunch of ingrates you ask me…Okay very hot looking ones I'll admit but still."**

**Kara rolled her eyes knowing even he couldn't go without commenting on their looks when talking about them, but she knew what he meant it was unfair.**

**"Well maybe she can tell us how it went," Flash pointed behind them and they saw Wonder Girl walked into the room, "Hey Donna!" He waved to her and she smiled and walked over, "So how did things go?"**

**Donna sighed and sat down, "I never want to get into politics."**

**"That bad huh?" Everyone asked her.**

**"You have no idea," She sighed, "Well they accepted my sister as the Ambassador for our people just fine but it took some really hard arguing to get them to release Aresia into our custody. In the end we had to promise them that she would never leave the island ever again and if she did she would be subject to their laws."**

**"Well I guess having an island of immortal warriors to guard another one in the middle of know where and the location being a secret is a nice place to put her," Kara admitted.**

**Donna nodded, "Yes that was the point that I think sold it to many of the members."**

**"Out of sight out of mind huh?" Flash said grinning, personally he liked the idea since it was the less likely chance she would show up again or cause another virus in a place stuck in the Bronze Age.**

**"Yes, so now it looks like my sister and I will be moving to New York know after all, it seems that we'll be getting special embassy there," Donna said smiling at Peter and Spidey and his gang, "So looks like you'll have a few more heroes living there."**

**Peter shrugged, "Hey no problem to us."**

**"Yeah…Sure," Kara said but didn't sound too enthusiastic about it at the moment and Donna picked up on it and guessed the problem she and her had from time to time. It seemed she was a bit protective of Peter and to be honest Donna could see why. Peter was a great person and she didn't want to ruin the friendships she had with the both of them. She decided to try and think of a way for them all to the happy about this but would do that later, she was tired and covered a yawn. "Well…If you will all excuse me tomorrow I have to handle the detail to take Aresia back home for her own trail."**

**"Yeah good luck with that," Flash told her as she got up to leave and Donna waved a hand over her shoulder, "Man…I wonder what they'll do to her?" He asked the other two.**

**Everyone shrugged not having the slightest idea, "Don't know, maybe they'll try and rehabilitate her?" Kara suggested.**

**Peter tilted his head at that considering it, "Well it's not like they don't have the time to try," Given what they heard about them all being immortal while on the island and it also sounded they had a lot of spare time on their hands they figured they could easily find the time to try and help her.**

**"Yeah seriously," Flash laughed, "Well I'm going to get some chow," He was gone in a blur then came right back with a tray full of food and started to eat as the two young adults with everyone else just stared as they saw him it was always a shock to see suck a skinny slim guy like Flash eat so much.**

**"You know…There are women that would _kill _to be able to eat without restraint and not have to worry about gaining weight." Kara said to Peter, Spidey and his gang and they just nodded watching Flash nearly inhale his food.**

**Donna woke up in her new room in New York. It had been over a week as she and her sister moved into the new Embassy. Her new room was a bit lavish and she wondered how this place was being built so quickly, then she had heard her sister talking to Batman and thanking him for his help. She smiled thinking this was his way of showing her that he cared by giving them a decent place to live. She heard that he claimed that he was just doing it to ensure their security and that of the League but she guessed that was just an excuse like how he came now and then to check up on the place.**

**She smiled at seeing how her sister tried to act normal and yet she could tell that she was trying to not only hide her feelings for him but also to get him to open up, although he did seem to talk to her the most out of everyone. He usually was the dark silent type but he really opened up, well as much as he does, with her sister.**

**But now she had her own personal love life to handle. Over the last week she had grown found of Peter and her friendship with Kara, she knew that Kara had to have feelings for Peter although it seemed she either didn't know it deep down or wanted to admit it. As for Peter…well who can figure out what goes on in a man's mind? She looked to see Diana at a table going over some papers, ever since she had accepted the role of ambassador she had to do a lot more work it seemed to get caught up and up to date, "How are you doing sis?"**

**Diana sighed and rubbed her temples, "By the gods if I had known about the paper work I think would have rethought all of this."**

**Donna walked up behind her and started to massage her shoulders, "Well it will all be worth it, you're working your way back home."**

**"I know, I know. It's the only thing that gets me through this."**

**Wonder Girl smirked as she had a thought that she was going to voice, "And you got me, your friends…and a certain man in black bat clothing at your side."**

**Diana turned her head a little sharply at her younger sister, "If you mean Batman then I guess so."**

**"Oh don't tell me he still hasn't made a move yet," Diana just turned her head back to the papers and sighed. She wished Bruce wasn't so emotionally withdrawn to those around him. She wanted to get closer but she also didn't want to push him away with it. It was strange how their relationship had changed from merely allies, to friends to…well she didn't know what they were now exactly.**

**Donna sighed and wondered if all women went through relationship problems like them or if the gods had cursed all Amazons with having bad relationships. Well she had a few thoughts on how to deal with her own problems that had been handled by Amazons before. Although those were out dated by today's standards they might have a few things that could still help her out.**

**"I'm sure it will work out sister," She said to the older sibling.**

**Diana sighed and nodded, "I hope so…I've never felt this way about anyone before and this is new territory for me."**

**Donna sighed and sat down next to her, "Yeah I know."**

**Now it was Diana's turn to smile, "Does this have anything to do with a certain hero in New York?"**

**Donna groaned into her hands, "I don't know what it is about him…he's nice and all and smart and in battle he's just so graceful."**

**Diana smiled looking at her and she thought it was kind of cute, "So you think he's not ready to date yet but want to." Diana knew all too well the pain and suffering that Peter had endured, she could still see in his eyes and seeing all that pain in the eyes of someone so young still broke her heart, more so after she had gotten to know Peter. He was such a nice person and to have all that done to him was just horrible.**

**"Well that's not all…see…you know that Kara is living with him and them, well I think she feels the same towards him but I don't want to ruin the friendship I have with her." She really did like Kara, but she saw how she reacted when she flirted with Peter or was close to him. After how things had been between them she didn't want to go back to being uncomfortable being around with each other, "I don't know what I'm going to do."**

**Diana thought about this, it was more complicated then her problem with Bruce. Then she remembered a story from her youth that was about two sisters who were at odds with each other after a battle and both claimed a captured man as theirs. What they worked out later became one of the laws to prevent further scenes like that. "Donna…do you remember the story of Theodora and Alexius?"**

**Donna tried to remember that story for a minute and ran it through her head. "You think that will work?"**

**Diana shrugged, "It's either that or you need to talk with her and maybe Peter too to see how he feels about it all."**

**Donna nodded and thought long and hard about what to do and all her options. She didn't want to ruin anything with either of them, she wasn't sure how strong her feelings were and she was also afraid that maybe Kara's feelings were stronger then her own, and if Peter chose her then what about Kara? She hated sometimes how things were just so complicated out in this world. But she would have to face the two of them sooner or later…maybe she could find them together later that day.**

**-Later at the Watchtower-**

**Kara and Peter and Spidey and his gang walked into the Watchtower lunchroom, although it was more like a cafeteria considering its size and the people in it. They had come up form their place to see if anything was going on to help. The 18 of them walked over to the nearest table that at the moment only had Flash and Green Arrow sitting in it talking. "Hey guys what's up?" Supergirl asked them sitting down across from GA and Spidey and his gang gots some chair to the table as they sitting down across from the Flash, GA and Supergirl.**

**"Nothing much it seems evil has taken a holiday of late." The green archer told her.**

**"Tell me about it, it's kind of been a little slow and you know how I hate slow." Flash said next, he had been a bit bored lately with all the lack of activity and for a guy that lived in the fast lane like him that was near torture at times.**

**"That explains the girlfriend trouble." Spider-Man said smiling under his mask making Kara laugh and Green Arrow and everyone else the same. Flash just looked a little confused not getting the joke. "I'm going to grab a drink, you want anything?" Peter asked them.**

**"Just a coke will be fine thanks. And get me a Coke zero." Peter nodded and left to get it. Not long after he was gone Donna Troy, in her all red uniform walked over to Kara. Kara herself got a little tense she didn't like how she had been flirting with Peter lately and it was getting on her nerves although Donna and her had gotten to be friends it still bugged her when she did that, but what was worse was she actually liked her and knew Donna didn't do it to make her like that.**

**Donna stopped right in front of Supergirl and looked right at her with a serious expression on her face. "I feel we need to resolve this thing with Peter. I know you desire him just like I do. In my culture when two warriors wanted the same man either they fought for him or there was the more practical action."**

**Kara was just stunned by her just coming out like this, sure she liked Peter but desired? And she really hoped Donna didn't want to fight it out. "And that would be?"**

**"Simply, we share him."**

**"WHAT?" Kara yelled out shocked. Both Green Arrow and Flash and Spidey and his gang who had been listening to this in silence were really interested in this now.**

**Donna just went on not caring about Kara's reaction. "Yes we either shared him separately…or…we could share him together. I'm not opposed to the later option you are quite beautiful and I wouldn't mind it." She smiled at Kara, she was speaking the truth and this might get rid of any hard feelings between them. In her culture it was perfectly natural and sometimes it even made her 'sisters' even closer. On the Island all they had were women and it was common to see certain pairings now and then. She herself had dated a few times before leaving but if she preferred to shard Peter separately then she was just fine with that.**

**She just hoped that this would end their problem, given that any other outcome might just end up hurting someone. Kara just sat there completely and utterly shocked her mouth open. Flash had to be the one to speak up. "Uh…not to interrupt or anything but…are you bi by any chance?"**

**"I'm not familiar with that term." Donna said trying to think if she had heard of that word but was coming up with a blank.**

**"Basically it means you prefer both men and women." Green Arrow said clarifying it for her.**

**"Then yes, most Amazons are. We took males to mate with and over the last thousand years when we closed ourselves off from the outside world, we only had each other. And even women have…urges…that need to be satisfied." She told them.**

**"You know…that actually makes sense." Flash said out loud mostly to himself but Green Arrow nodded and Spidey does the same and Altair and Ryder nodded silently. Flash hadn't seen any children on that Island and everyone seemed to have been the same age. If they had no population growth then that would be easier to make sure they all could feed themselves on that island. With only women it was only natural for feelings to develop.**

**Donna turned back to Supergirl. "I hope you consider my offer." She lightly traced a finger on Kara's jaw line and winked at her before walking away. All 18 of them watched her leave in studded silence. Peter came back and placed the drinks with Kara and Spidey and sat down.**

**"What did I miss?" He asked pulling up his mask enough to take a drink and opened this drink. Spidey does the same with his mask without pull it does it on own.**

**GA turned to Flash. "You better move over one seat if you don't want to change your uniform." Flash didn't know what he meant but he did move one seat over. Spidey sense when Kara tells him that thing he moves away from there and his gang does the same.**

**When Peter started to take his drink Kara still in shock from what Donna had proposed was still staring where she had been when she told Peter. "I…I think Donna asked me to be in a three way with her and you."**

**At that Peter spit out his drink right where Flash had been sitting and Peter was coughing from some of it going down the wrong pipe. Green Arrow just had on this big grin at Peter. "I must say my boy I am impressed. I didn't get my first chance at a three way until I was older then you, my hat is off to you boy."**

**"I admit it, I'm jealous." Flash said with an equally big grin on his face.**

**Peter just sat there thinking how the hell he got himself into this. Okay so he had the occasional dream about that but there was no way he was going to go through with it. He wasn't raised that way and he wasn't that kind of man. He looked to see a stunned Kara and two grinning male heroes and wondered if he could just crawl out of there and hide. Okay sure he was getting over MJ and the others and he was thinking about dating again…but _this_ was just something he wasn't ready for.**

**Sure it was a fantasy for a lot of guys but actually going through with it…that wasn't him. "I…I think I need to go," Kara said standing up, "I'll see ya'll later." She said to Peter and Spidey and his gang, she really needed to think on this. Of course on her planet same sex relationships weren't taboo like they seemed to be on Earth but she just never had been attracted to other women and Donna coming out with that idea what just a shocker. She need to let this sink in and think about it all.**

**Peter was now left alone seeing the two grinning men and groaned. "No I am NOT going to do it."**

**"Why not?" Green Arrow asked him like he was insane, "You know how many times this comes along?"**

**"Not much I'll say," Flash admitted as he had gone out with two girls a few times but never got that open invitation like that, but then another thought hit him. "But then again this is Diana's little sister…"**

**The thoughts of a pissed off six foot tall Amazon warrior out for blood was a sobering thought but Green Arrow considered it, "It would be so worth it."**

**Peter exasperated and got up to leave, he figured he would go do some web swinging back in New York to clear his head with Spidey and his gang and once again wonder how the hell he keeps getting into these things? It's like no matter what universe he goes into it has to keep throwing him curveballs. He swore he had some kind of Karma with a sigh on it that said 'screw with my life' on it.**

**'As if my life couldn't get any worse,' He thought to himself.**

**-STAR Labs, New York-**

**Dr. Steven Smyth and Dr. Debra Steward watched in awe as Dr. Octavius worked. He had completed his tentacles that moved like real limbs as they helped to construct the new improved device. It was a large ring with lots of wires and computers hooked up to it. With this new design they would be able to not only see but also maybe make a stable doorway to his world. Octavius had suggested the new design himself to make a more stable doorway.**

**"This is incredible," Steven said to his finance and partner watching him work on several machines at once. The arms either held tools or the tips morphed in some way to make them. They were usually smooth and rounded off with red camera lenses in the center but they turned into claw-like fingertips or turned into long sharp tools for cutting and more for screws and other tools.**

**"I think it's kind of creepy," Debra said hugging herself. Ever since she saw those things they gave her a chill. Plus he seemed to act strange around them, he had told them they had an AI built in that responded to his brainwaves but the way she had caught him acting to them, even talking to them when he was alone. He talked to them like they were alive and it was disturbing, she was starting to think that maybe he wasn't mentally sound.**

**Steven wasn't sure why she had been a little uncomfortable with him lately, she had told him about seeing him talk to his arms and when he asked him about it, Octavius just smiled and shrugged and said that he had worked alone a lot and he talked to them like how some people talked to plants. That was good enough for him, besides he was very intellectual and fascinating. With his metallic limbs they were months ahead and they were just now ready to test out the device.**

**Both doctors stood behind a main computer with several screens with various data on it. "Okay Dr. Octavius is everything ready?" Steven asked him.**

**He turned around and smiled, "I believe so."**

**"Alright let's slowly power it up and see what happens," Debra said sitting at her computer issuing commands and slowly started up the generators. There was a steady hum of power as the lights and parts of the circular ring started to light up. "It's at forty percent," She announced.**

**At sixty there was a faint glow from inside the circle and Octavius felt the hairs on his arms standing up from what felt like a static in the air but it passed quickly enough. When it was at full power there was a bright flash like that other times only now the doorway was opened for longer then just a few seconds. The three of them looked into the portal and saw what looked like New York.**

**"My god…did we really do it?" Steven asked as he tried the controls they had set up to 'move' the portal around the world. So far he only moved it a little not wanting it to hit something as he repositioned it above the city and then he saw something very large land mass in New York city bay that he didn't remember seeing there.**

**"What the hell is that?" Debra asked seeing the large military structure.**

**"That's the Triskelion," Octavius said trying to keep the scorn out of his voice, "It's home to a government team called The Ultimates." He also didn't mention the state of the art prison there where himself and other like Magneto and the Hulk had been kept at one time or another and he wasn't planning to return to that cell.**

**"I wonder if it's stable?" Steven asked himself looking over the readings that he was getting.**

**"Only one way to find out…see if you can find a newsstand will you?" Octavius asked them and they tried their best. It took nearly twenty minutes to figure out how to move it accurately and to find one. When they portal settled in front of one they would see many people reacting to the portal and guessed it was two way, at least for seeing but traveling was another thing. There were no sounds and they guessed that sound weren't traveling through the portal.**

**That suited Octavius just fine, he didn't need anyone to shout out, 'Look it's Dr. Octopus! Run!' just yet. When they reached the news stand he sent a tentacle through the portal and snagged one of the papers and pulled in back in. The look on the man's face was priceless.**

**"Well I would call that a success," He said reading the paper in his hands, "You might want to shut it down before someone gets the idea to jump through it." He also didn't want anyone to call the Ultimates and have them show up.**

**"I think he's right, we got enough data as it is," Debra said shutting down the powers as the portal faded away, "I'll start putting all the data together."**

**"Good idea we don't want to lose anything." Steven walked over to Octavius and looked at the paper that said Daily Bugle on it. "Anything interesting?"**

**Octavius shook his head, "Not really, the Nikes are still playing like crap it seems," He was also glad there wasn't any mention of his escape but that was to be expected he was old news by now, that is if Fury let it out that he had just disappeared from his cell and he doubted that. It did seem that mutants were back in the headlines, so surprised there.**

**"Well this is a glorious day!" Steven said happily thinking about his life's work almost completed. They would open a world to another Earth and the possibilities were endless. New Trade and travel and new worlds to explore without ever leaving Earth, it would make space exploration look trivial.**

**"I'll say," Debra agreed smiling as all their data was burned onto a new CD. She took it out and put it in a protector and placed in on a desk. "So should we do more tests now before or after we call the press?"**

**"I think we should tell the director he's most likely want to know what we've been doing down here anyway," Steven laughed. The director had asked him a few times how far along he was on their project but thankfully wasn't too pushy on it. "Plus we might as well tell them about you my friend before we make contact with your world. I bet they are wondering what ever happened to you."**

**Octavius nodded, "I'm sure they would be."**

**He had hoped that they would have failed he might have been able to just walk away but now he had no choice, they knew him and where he came from. If it got out Spider-Man would be on him and if the other side did he knew Fury would send the Ultimates after him as well. He had planned for his over the months being here and he was now ready to implement it. He had researched all this data enough times that he was sure he could make another with time.**

**He didn't want to be in the same reality as Parker it was just too dangerous and maybe he could find a world without all these so called 'super heroes' around. But two things first, one was revenge on Spider-Man and then flee to another world to escape retribution from his friends and allies. Second was to ensure that his presence in this world stayed secret. And he had to take care of this now as his 'friends' agreed with his choice.**

**They didn't like the woman especially since they looked at them funny and he also didn't like the way she looked at them. He walked over closer and was glad that there were no security cameras here and the thick walls would help keep silent what he was about to do.**

**Steven had no idea it was coming, one moment he was talking to Debra, his sweet beautiful Debra the woman he wanted to marry and spend the rest of his life with. The next a silver streak flew by and hit her in the chest and still went by pinning her violently against a computer server denting it. She had made this gurgling sound and looked up at him horror in her eyes at the thing in her chest, blood coming out of her mouth and nose from internal injuries. Then the tentacle was yanked from her chest leaving a bloody hole in it as she slumped to the floor.**

**It all happened within seconds but stretched to eternity for him, his mind not fully accepting the horror that had just happened. He slowly turned around to see the man he considered a friend looking at him with s grim expression not sure why he had just done that. Then in a blink of an eye one of the tentacles grabbed his face and he flew back letting lose a scream. The last thing he saw was Octavius's face as his head was slammed into the metallic wall with such force as to make a loud sickening crack sound. His body went limp and Dr. Octopus let him fall to the ground dead.**

**He moved to the desk and picked up the data CD with all the current research, it would be easier this way. His friends searched and pick out the wallets from his now dead colleagues, he would need the money to start off and take a long coat that he knew Steven had. Before he left he ripped apart the ring and tore into the computers trashing the lab. He didn't want anyone to know what was going on in here. He found the right chemicals also and placed them in certain places. He would try and make it look like a chemical fire had broken out as he took a hot plate and placed an unstable chemical that when heated would explode.**

**He left the lab for the last time and as he made his way through the halls his tentacles hidden by the large brown coat he heard the muffled explosion and felt the vibrations. Then a fire alarm sounded as everyone in the building started to flee for the exits, in all the commotion no one noticed him leave the scene as he walked for the first time onto the streets of this New York.**

**'I…am either SO screwed, or SO lucky…I'm just sure which…' Peter thought to himself. He and Spidey and his gang were over looking the Earth from the observation deck just sitting on a rail wondering how is it that he could be in a different world yet the same crap seems to follow him? He never had a normal relationship it seemed, somewhere along the lines things just happened to make it messed up. He swore it seemed like some demented writers were just screwing with his life just to make it entertaining.**

**'Well if they are then I hope they all hear this…SCREW OFF AND LEAVE ME THE HELL ALONE!' He thought, but he knew that wasn't the cause. It was too depressing a thought.**

**He signed thinking about this problem. Donna liked him and for some reason offered to 'share' him with Kara. Now why would that be? Why Kara? Was it because they were living together along with Spidey and his gang and Donna thought that they were…friends with benefits?**

**Okay sure he admits now that he's attracted to both girls. Donna looked like a younger Diana and hell any man could see how beautiful Wonder Woman was and it apparently was part of the family since their mother (who seemed only to look to be in mid to late 30s) wasn't bad looking either. And he did have fun with Donna; the world was so fresh in her eyes and wondrous even Ariel if think about it.**

**Then there was Kara. She had been one of the first friends he made here along with Spidey and his gang and they had been there for each other. He still remembered that day on the barn. It seemed like a lifetime ago but in reality was about six months. He couldn't believe how long it had been. Plus He also never forgot what Kara had looked like in just that towel. He shook his head trying to forget that for now.**

**Even though he had put the deaths of those of his former life behind him or at least got over the worst of it. He still missed them all so much that it hurt and he knew that would never go away, he really missed his family and MJ. But he figured it was time to try and move on but the question was with who?**

**He figured he needed some advice and thanks to the fact that there were a few people that actually knew who he was he could go for advice. Although now that he thought about it only a few of them, he didn't feel like going to Diana and there was no way in hell he was going to Clark. He was just lucky he hadn't heard what Donna had offered since it was all over the place by now. He still kept getting mixed looks, the men looked at him with curious or envious reactions and the women. Well they either looked at him like what was it about him and a few more them just curious glances and he wasn't sure what they were thinking. A few though he got the feeling thought that he was going through with it thought of him as a pig he guessed.**

**Besides if he went to Clark what was he going to say? Hey I need help to know if I should date your cousin whom I am living with or this other girl or both? Yeah right. He was fast and strong but there was no way he was faster then a speeding bullet or stronger then a locomotive and he was sure that if he said that there might be a Spider-Man size smear on the floor but if Peter recalled that Spidey and Ben haves their Ultimatrixs and possibly transformed into two Supermans.**

**"Troubled?" Came a deep voice from behind making him jump expect for Spidey and his gang.**

**They turned around to see J'onn there with a small smile on his face, "Jeez don't you ever make any noise?"**

**"My apologies, but you seem to have a lot on your mind."**

**"Oy, you have no idea…well if you looked you would but I know after that first time you haven't been in there."**

**J'onn smiled at the humor, he knew it was his way of dealing with stressful moments much like Wally did. "That is true." He stood next to them and looked out at the blue world that had become his adopted home, much like it was for Peter, Spidey and his gang, and Clark. "I take it this is about a certain two ladies?" He was amused as his head suddenly just dropped.**

**"You really can't keep a secret up here can you?"**

**"Not when it was Flash and Green Arrow who saw that, no."**

**"I have no idea what to do…have you've ever been in this situation?"**

**The Martian shook his head, "No I have not. I take it you don't know who to choose?"**

**"Yeah pretty much…I mean I'm not the kind of guy to go out with two girls at the same time…no matter how tempting." He muttered under his breath.**

**J'onn thought about that for a moment, "When I met my wife we were friends for many years and we shared much together until we both realized that our feelings were growing."**

**Peter nodded, that sounded a lot like what he and MJ had, "How did you tell her?"**

**"I just did, we were a very open people. But I was afraid of rejection still. She was the love of my life and no one will ever replace her in my heart. But I knew she was for me because I honestly couldn't see my life without her."**

**"So…what your saying is…follow my heart?"**

**J'onn nodded his head, "Is there any other thing to follow? You must listen to your heart as it will tell you what you really want."**

**Peter thought about that it was obvious but only one problem, "What if I don't know what my heart wants?"**

**"Then you just have to figure that out for yourself. I can't tell you that only you can. I'm sorry if that's not the answers you wanted but maybe this is something you have to find out for yourself."**

**Peter got off the rail, "Well thanks anyway I think I need some time to think on this."**

**J'onn smiled and nodded, "By all means." He watched the young man along with Spidey and his gang walking with a very troubled mind and he hoped that he found the answers he needed.**

**-Gotham-**

**Kara was on her way to see her best friend Barbara Gordon, who was also the female hero Batgirl. She really needed a friend to talk to about all of this and no one was better then her. She had been lucky to find her just getting out of her Batgirl suit for the night. She had told her the entire story about Donna, her seemingly jealousy towards her affections towards Peter and that offer she had made to them.**

**It was at that point that Barbara just burst into laughter. Kara crossed her arms and pouted at her friend, "I am _so_ glad you find this funny."**

**"I'm sorry but it is funny," Barbara told her friend composing herself in her apartment. "But I was wondering when something would happen with you two, although this wasn't what I had in mind."**

**"What's that supposed to mean?"**

**Barbara gave Kara a knowing look, "Kara you live with him and his friends but mostly with him, talk to him all the time, see him all the time. You are in each other's lives and are as close as a man and woman can get without being in an intimate relationship…you care for Peter."**

**"O-of course I care, he's one of my closest and best friends!"**

**Barbara sighed, "Kara, I've seen the way you two are. Trust me there's an attraction between the two of you, I've seen it. You care for Peter and more then just a friend." Kara just sat there shocked that she said it. "Kara think about it. You said so yourself you feel jealous with Donna after Peter, and can you honestly say that you can see your life without him?"**

**Kara thought about that, could she? Peter had been a wonderful addition to her life along with Spidey and his friends, she like, no loved hanging out with him and his friends, fighting crime with him and them, living with him and his friends. He was such a wonderful person and when she saw him hurt she would find that she hurt as well. She actually looked forward to getting home and seeing him there. She sat there thinking about all the things that they did together and all the fun and pain they shared and then she thought about not having him suddenly in her life.**

**The emptiness that she felt surprised her and then it finally dawned on her. "Oh god…I do have feelings for him…" She whispered out.**

**Barbara gave her a sympathetic look and walk over to her and sat down placing a hand on hers, "Yeah know you know…so what are you going to do about it?"**

**"I…I'm not sure. I mean Donna's offer would make it so no one gets hurt at least at first." Her friend was surprised by that statement so she clarified, "Barbara I come from another world and society remember? We never had anything against same sex relationships although we never had these three way relationships however and I'm not sure I could just share him with another girl or something like that."**

**"Wow…I never thought of how Kryptonian society was like."**

**"Yeah it was different then here that's for sure. But even though I'll admit that I'm not against it, its just too much trouble. I mean what if one of us falls in love with the other and down the line? Sooner or later Peter would have to pick one of us and that would be harder the longer this goes on."**

**Barbara nodded, "Yeah I can see that, I mean sure it might be fun…I guess…but you can't have a long lasting relationship with that. So…I guess you'll just have to tell him how you feel and see where it goes from there. I mean if you don't tell him how you feel you might loose him."**

**Kara looked at her for a minute, "You should take your own advice with Dick."**

**Barbara blushed and looked away at the name of her ex-boyfriend who was still close in her life. Yes she loved him…and maybe deep down she still did. But they had run into a complication in their relationship the worst of it was over with, but they had both were comfortable being good friends again. But there was this part of her that kept asking what if things could go back to the way they were? What if this time with no secrets between them they could make it work? "Kara, Dick and mine relationships is…complicated at the best of times."**

**"Still doesn't change things…tell you what I'll make a deal with you. If I can go to Peter you go to Dick."**

**"I…don't know…" Kara pleaded with her and looking into those baby blue eyes Barbara wished she knew how Bruce was able to just turn off his emotions at times like these to not be effected. She figured she must need to get her head examined but she gave in eventually.**

**After that they just sat there a moment until Kara spoke up, "You got any ice cream?"**

**"Oh yeah, and I think I need some too," She walking into her kitchen and later came back with two bowls and handed her one, "So…you said that on your world same sex was normal? You've ever been attracted to another woman?" She had to admit she was curious about her best friend, Kara never really talked about Argos and she wanted to learn more.**

**Kara took a bite out of her ice cream and shrugged, "Not really, I mean sure I'm comfortable with saying who is beautiful and attractive but I've never had a thing for women. I'm pretty sure I'm into men anyway so don't worry."**

**Barbara laughed, "Oh I'm not but for what it's worth I hope this works out for you two."**

**She smiled at her and nodded, "Thanks."**

**Across the city under Wayne Manor Peter and Spidey and his gang were stepping into the Batcave. He and them had only been there a couple of times but he or them was also ones of the few that knew where it was not to mention Batman's true identity. He also wished that if anyone knew how to handle women it would be him. He had heard how women somehow kept throwing themselves at him so he figured he might have at least have two after him at the same time. If not then he might have at least _some_ advice.**

**He was also tempted to talk to Lois about this but he didn't want to mention him and Kara and Donna in Metropolis, you never knew if a certain someone with super hearing overheard some of that and got the wrong impression. Sure Clark was a nice guy but he preferred to go to Clark last since this was with his family member. "Hello? Anyone home?" He yelled out hearing the echo bounce off the cave walls and the sounds of the bats as they were disturbed by his voice.**

**But in the cave two gray-silver furs vampire bats flying towards them with two items in their claws and Spidey and Altair notices them from above as the two bats flapping their wings and making sounds from their mouths and Spidey and Altair stepped forward and the first bat dropped the item into Spidey's hand and the item was a gray and black bladed boomrang shaped like a bat with a bright blue bat symbol in the middle of the circle and the bat chripping him telling him this is your weapon the Bat Swarm rang when it activated summons a large swarm of vampires bats about million of them can come out of anywhere and can used again everytime and Spidey nodded and the bat flew back to the cave and Spidey flickes the rang like a switchblade and put it in his belt and the second bats drops a grappler gun from Batman's hidden weapon costume storage and Altair nodded and strapped it onto his belt back between the Laser Lamp and the Solar Cell morpher.**

**Peter and Spidey and his gangwalked through the cave/museum and it always surprised him at all the things he collected. He also wondered how in the hell he got that giant penny in the cave he was looking at. The thing was gigantic and he wasn't sure how you could get something like that in here. They walked over to the main computer and was tempted to look up his location but the last time he had been here and was stuck waiting with a few of the others he tried to access it. He tried many different passwords but none worked so they went for a walk.**

**He and the others found all this fan boy stuff from something he never heard of in a small room and went back and typed in 'Gray Ghost'. It worked but when Batman finally showed up he could tell he was pissed that Peter had accessed his computer. Of course that was months ago and Clark had been there to cool him off.**

**He and Spidey and his gang were brought from their thoughts as a familiar roar was heard and he saw the Batmobile return and the Dark Knight step out. Bruce was curious as to why Peter was here along with Spidey and his gang, no one actually visited him for social calls and he preferred that too. This was a place where he worked not socialize. He walked over to Peter and Spidey and his gang and nodded once, "What's the trouble?"**

**He shifted a bit nervously and he didn't know Peter to get nervous about any kind of trouble about Crime fighting. "Well…see here…I need advice…on women."**

**Bruce just stared at him wondering what he was thinking coming to him of all people. Sure he had lots of women in his life but it wasn't like he had ever had a decent relationship with any of them. No what wasn't true there had been one woman he nearly married before be became Batman…but that ended badly.**

**"You do realize who you're talking to right?" He asked him in that monotone voice of his.**

**Peter gulped and nodded and filled him in on his current trouble and why he came to see him. Bruce had to admit that was something he had never had to deal with exactly like that. Plus given the fact the two girls were related to two of the most powerful people on Earth it was understandable that he wanted not to screw this up in the worst possible way. "You want my advice? Don't."**

**Peter blinked a few times under his mask, "Don't? Don't what?"**

**"Don't pursue a relationship with them," Then he just walked past peter just like that.**

**Peter was just silent a moment then threw up his arms and shouted, "That's the best advice you got!"**

**"It's easier this way," Batman said over his shoulder.**

**Then Peter thought maybe Batman wasn't the guy for this, "Is that why you don't try and go out with Diana?"**

**"That's none of your business." Bruce said coldly and then sat down at his computer, "Besides the closer you are to someone the more vulnerable you are."**

**"That's not true."**

**"Tell that to Gwen, MJ, your Aunt and how many others?"**

**Peter froze at that and his fists clenched. "That was low Bruce." He said in a cold and slow tone.**

**He turned from his monitor and stood up to face him, he had to give Peter a cold doze of reality. "The more people you are close to the more you and they will get hurt."**

**"I know that! Believe me I know!"**

**"Then you should distance yourself as best you can."**

**Peter didn't agree with that at all, "I can't do that Bruce. I'm not you; I need those close to me to give me strength to go on. I can't live like you do pushing everyone away." Then Peter just had to wonder why he did it, why he always pushed people from him all the time. Even those closest to him he kept at a distance.**

**"Bruce is that why you never allow people close to you? So you don't have to go through the pain of losing them?"**

**Bruce didn't look at him but just turned his back. "So?"**

**"Bruce this is because you lost your parents isn't it? That you don't want to go through that pain again." Peter was finally getting why he acted the way he did, why he closed himself off. "Damn it Bruce I lost my parents too but I didn't let it kill me inside. I lost my entire family, hell I've lost just as much or even more people that I cared about then you have. If ANYONE knows your pain then I do!"**

**Bruce had thought of that, it was one of the main reasons that he took an interest in him. Like Dick and Tim they knew what it was like to lose your family. To feel that never ending pain inside of you. He devoted his life to the pursuit of vengeance.**

**Peter came here for advice and now it looked like he was giving it, he might have laughed but this wasn't the time for it. "Bruce…I've lost everything…but with the help of you and the others I've manage to pull myself up again and start a new life here. If you keep this up you'll just end up alone and then you'll look back and wonder if it was all worth it."**

**"That may be fine for you but I have my owe way of doing things." He told the young man as he towered over him. Peter hated that and it only just gave him an more imposing look. "Besides you know as well as I do that those we get close to always suffer."**

**Peter didn't replay at first. Was it better not to get involved like he said? After what happened to everyone he knew had been killed. He could really understand that, not having to worry about someone close dying again and never having to go through that pain. Maybe that was another reason. "You're scared."**

**Bruce looked at him sharply, "What?" He asked him with a hint of a dangerous tone in his voice.**

**Peter really looked at him and now it all made full sense. "You're scared. You're so scared of losing another person you won't allow it. You won't take that chance…I've seen you go up against things that would make people wet their pants but deep down…you're scared of losing people like your parents."**

**Bruce was tempted to hit him right then and there. He was making dangerous assumptions about him and he didn't like them. "I think you should leave." He said before things got out of hand and he went back to work.**

**Peter got he feeling that he should do it. But as he left he had to say something, "Bruce…if you are or aren't just think on this. Diana is a great woman who likes you she knows both sides of you and accepts that. Plus she's a tough woman and you know if anyone will outlast you she would. So just think on that Bruce…I've though of what my life would have been like without MJ. I mean she might have been still alive but my life would have been empty."**

**"I treasure what I has with her, yes it huts to lose her. But I wouldn't want to lose what I had form it, trust me on this. You don't want to wake up one day old and alone with nothing to show for your life that mattered. Besides I'm sure your parents are proud of you, but would they really want you to be alone for the rest of your life?" Peter and Spidey and his gang left him alone and Bruce was still working on the keyboard but found it difficult to concentrate. Peter's final words kept ringing in his ears and wouldn't stop.**

**He stopped working and sat back thinking about it all. He couldn't help if there was a hint of truth in Peter's words. He thought back to all his relationships. Selena was a thief, Talia was the daughter of one of his worst enemies, not to mention a few others. But did he give any of them a real chance? Then there was Diana…they were from two different worlds but then again…she was closest to him then any other woman.**

**He sat there in the dark of his cave wondering about things.**

**-Watch Tower-**

**"Well here I am again back to square one," Peter muttered sitting right back on that same railing he was on earlier that day along with Spidey while his gang leaning against the wall. He felt he was no closer to an answer then when he started. So far he hadn't talk to Flash but Peter doubted he had any advice other then to go for the ultimate thrill.**

**He was so engrossed that he didn't hear a certain couple walk up behind him and them but Spidey's spider sense were like ninja sense quicker then the eye. "Well I guess you're still thinking on things." Came a female voice and he turned to see both John Stewart and Shayera Hol AKA Green Lantern and Hawkgirl. He also noticed that she had stopped wearing her mask now.**

**"Let me guess you both hear?" Peter asked them with a sigh.**

**"Heard what" John asked him.**

**"Yeah and boy I wouldn't want to be in your shoes." Shayera said with an amused smile and shook her head at him.**

**Peter just groaned, "Yeah glad you find this so funny?"**

**"Find what funny?" John asked her with a confused look.**

**"Well you got to admit it is somewhat."**

**"If it wasn't me then I would agree with you but so far this is a royal pain in the ass."**

**John was losing patience now, "Will somebody tell me what is going on?"**

**"What you didn't hear?" She asked him wondering where he had been but then again she knew he wasn't one for idle gossip. She explained it all to him and she had to admit the look of surprise on his face was funny.**

**John looked at Peter with a curious expression, "Boy I don't envy you."**

**"Tell me about it…" Peter groaned again, "I've been asking for advice all over, even Batman."**

**"You went for Batman for relationship advice?" John asked him not sure if he heard right.**

**"It seemed like a good idea at the time."**

**"Well anyway you know you got to pick one." The Lantern told him bluntly.**

**Peter rolled his eyes but under the mask it was lost on him, "Thank you captain obvious."**

**"Well you're also going to have to figure out how to tell the other girl too," Hawkgirl said and Peter hung his head. He hadn't thought of that. He came to the conclusion that life was never easy at least not his.**

**"Look just follow your heart," John told him, "I did when I told Shayera how I felt about her. I never regretted that day or that moment in my life." He say her smile at him in the corner of his eye and smiled back at her. He had to admit their relationship had been built back up to where it had been before her people came and he was glad for it. He loved her and he never wanted to lose her like he nearly did when the League was close to voting her out. He owed Peter for speaking up for her and helping her to stay.**

**Peter listened to the same words that J'onn had told him. Maybe that was all he needed to do, but he was tired and maybe in the morning he would know what do to.**

**"Why don't you just sleep on it? Come at this with a fresh perspective." She told him and he nodded.**

**"Yeah…that sounds like a good idea," He hopped down the railing heading for the transporting room along with Spidey and his gang. "Thanks guys I mean it."**

**"Anytime, Peter." John told him with a nod.**

**Peter was walking home; it had been one of those days. Sometime he hated his life, he had to pull overtime at the Bugle and Norman was still on the loose. But at least school was nearly out and then it was on to collage. He was looking forward to that, no Flash Thomson or others like him around and he could have a fresh start.**

**He was also moving in with MJ. Peter smiled at that, the two of them have had a rocky relationship over the last few years. They had broken up twice but they always got back together stronger then ever and now they both knew it would work out. They had discussed this and felt that sharing a place would not only cut down on the rent but also would allow them to keep their relationship alive given how busy collage life was.**

**He had dreamed of this day. Aunt May have voiced her opinions on a man and woman living together that weren't married but she gave them her blessing anyway. MJ's mom was a bit more liberal about it but she liked him anyway given that she saw how happy he made her daughter. After MJ's father left them her life seemed to be better with him out of the picture.**

**Harry had also been released a few months back completely cured and doing much better thanks to Fury and SHIELD. They were able to reverse the effects and turn him back into Harry and not the Hobgoblin. They were all getting together tonight to celebrate their new lives. Harry got control of his father's company or part of it so he was paying for the collage as a way to thank Peter for helping him get his life back.**

**He was walking back on that familiar street smiling to himself, for the first time in years he felt life was finally going well for him. Little did he know that this night would change his life forever just like that day he was bit by that spider.**

**He was nearly home when he heard a roaring sound in the sky. He looked and saw the Green Goblin and his glider. Sure Norman could fly on his own and make these explosive fireballs thanks to the OZ formula, but last year he made the glider as a portable weapons platform. It held lots of firepower and was somehow linked to his mind. It was filled with whatever weapons he had at the moment as well, he used it once to fend of The Ultimates and since then he used it form time to time.**

**That evil laughter was heard as her zoomed overhead and Peter's eyes widened in horror at where he was going. "Oh God no…" Peter whispered to himself and ran, he ran as fast as he could. He wasn't far from the house when he saw the Norman dive bomb it and several missiles came out of it hitting his home.**

**He had to cover his face from the explosion and was knocked from his feet. He looked at the devastation and his heart froze. The house was in flames the front of it was blown open and his only hope was that they had been in the basement or in the backyard. He ran to the building jumping through the hole looking for survivors in the smoke and fire.**

**He yelled out for everyone, but heard nothing. His heart was beating in his ears it seemed as he tried to find them. He felt the flames lick at his body and pushed on, coughing from the smoke burning his lungs. He called out again and again coughing as more smoke got in his lungs. Then he felt something against a foot and saw it was a hand.**

**There was ruble over where the wrist ended and he quickly tore off the wood and saw it was Harry. His face was frozen in shock it seemed as his eyes just started out into nothing, part of his face covered in blood. He felt like throwing up knowing he was dead. But he had to find the others. He heard the support beams starting to give out and a piece of flaming wood nearly fell on him but he moved on.**

**Then he saw two forms on the ground. He ran through the smoke as it was starting to fill the room faster and faster and saw the bodies of his aunt and the love of his life. It looked as though MJ and thrown herself over May and he saw splinters of wood in her back, her shirt soaked with blood. "Oh god no, please no." He pegged and prayed. He turned MJ over and she moaned a bit. He looked at May but her heard was at an awkward angle.**

**He closed his eyes not looking, it had looked like the force and the landed had broken her neck. He looked down at MJ whose eyes slowly opened. "….Peter?" She said in a weak voice.**

**"Shhh, don't talk please. I'll-I'll get you out, you'll be safe. Please MJ don't die on me I couldn't stand to lose you to." Tears were falling from his face as his.**

**MJ looked up at into him and smiled sadly. She didn't feel much of anything and she knew that was a bad sign. She was trying to think straight but it was hard, but some part of her just knew that she was dying, that this was their last moment. She felt tears starting to fall from her own face slightly mainly because she didn't want to leave Peter alone to deal with this. She wanted to be there for him but she couldn't.**

**"P…Peter…I…Love you…" She wanted to tell him that just one last time, she wanted to tell him so much more but it was getting dark and harder to see.**

**Peter had heard her say something but missed it as he managed to carry her to the backyard. He fell to his knees coughing. "There see MJ we're out, I'll get you to a hospital and you'll be fine just fine…MJ?" He looked down and saw that she wasn't moving. "No…NO!" He shook her and felt for a pulse but couldn't find one. He tried CPR not wanting to let her go but eventually he stopped. Tears coming freely as his shoulders started to shake. He felt like he was dying inside.**

**"Well, well, well. Who knew that the brave Spider-Man cried like a baby" Peter looked up angrily at Norman there floating in the air.**

**"WHY?" Peter shouted to him.**

**"Simple, you took everything from me so I return the favor. It's time to come full circle Parker, time for it to end where it all began." With those words said the Green Goblin took to the skies. Peter just held her as the house behind him finally collapsed and he just cried his heart out. When his parents died he had been too young to fully understand it, when Uncle Ben died he never felt so horrible, then Gwen, and now the only other people that cared about him and who he cared about were dead…he didn't even tell MJ that he loved her back.**

**When the sirens came Peter gently laid MJ down and closed her eyes kissing her forehead. In all the confusion it was easy to slip away and he picked up his backpack that he dropped earlier. It held his costume the only one he had at the moment and pretty much all he had left in this world. He found a place to change and made his way to the place he knew Norman would be.**

**It had taken some time and fill with a cold rage he hadn't felt in a long time he made his way to the old Oscorp facility where the spider and OZ formula had been made. The place had been shut down my SHIELD for sometime now and as he entered the place he knew that after tonight one of them wouldn't make it.**

**Peter searched through the building, it had been years since he had been here but he knew where he was supposed to go. The Lab. The lab where it was all started from, and he knew that Norman was waiting for him. Harry was going to turn this place around make it do more human research. He stopped for a moment remembering his friend that was now dead. Peter's fists tightened so much that his nails dung into the skin of his palm even through the costume slightly.**

**He eventually found his way in and opened the door. It was dark with little light sources and the place was filled with equipment and dust from the past year. He walked inside his spider-sense was tingling a little but then he knew this was it, the final fight. He had nothing left to lose in this world that mattered except for one thing. Revenge.**

**The warning when off like an alarm in his head as Norman fired and attack from the shadows illuminating the room with it slightly. "So the spider has finally come." Peter just leaped at him attacking with blind anger and rage and the pain in his soul flaring. "What? No witty come back? No silly banter Parker?" The Green Goblin said with a smirk as the two mortal enemies fought.**

**Their battle overturned tables and destroyed once priceless equipment and yet they fought nearly tooth and nail. Peter had taken a few nasty hits like being thrown into a computer server, or onto metal tables. But he pushed the pain aside there was no physical pain that could match the emotional pain he was feeling. To him any injury to his body felt like nothing, and far away.**

**But he landed a few good blow himself to the Green Goblin it self. Time seemed to stop for Peter there was nothing else but this fight, every punch, and kick was fueled by his suffering. He wanted to make Norman suffer like he was suffering.**

**At one point an explosion knocked Peter from his feet onto his back, his costume torn in places and he looked up to see the Green Goblin leaping onto him. He got his legs up just in time to place them on Norman's chest and kicked him off of him. Norman flew through the air and his back hit a wall.**

**But this was a wall damaged by their epic battle and a piece of metal had been sticking out. Norman ended up impaled through the back as it poked out of his chest. He cried out in surprise and pain but also couldn't feel his lower body. His mind told him that the shard of metal had to have pierced his spine severing it.**

**Peter slowly got up surprised to see him like that, he hadn't seen the metal there it had juts been instinct. He walked over to him and looked Norman over as his mouth had blood coming out of it. "So Peter how does it feel?" He coughed up some more blood, "How does it feel to cause the death of all those in your life? How many people have died because of your actions Parker? Your uncle, Gwen and all those innocent people from that monster Connor's made from experimenting on your DNA, oh yes I know all about that. Now because of you your family is dead because of you being Spider-Man. And now you killed me…so how does it feel to only bring pain, suffering and death to all those you touch?"**

**Peter didn't want to hear it but he couldn't help but feel the pain of those words. It was true, all those deaths were because of him and he knew it. Norman grinned seeing Peter like this. If he had killed Peter then he won but if Peter killed him he knew that the guilt would eat Peter alive for the rest of his life. Peter's life would never be the same ever again and he would live in pain for the rest of it. So he still got in his revenge by making sure Peter's life would be a never-ending hell. So he still won in a sense, he knew that either way Peter would have died a quick death or condemned to a living hell.**

**He had no one left in this world; he was alone with just his pain to keep him company. "You should be proud Peter…all those deaths without even trying…I'm impressed. I actually had to choose to kill but you do it automatically. Too bad my own son wasn't…as…good a killer…as you are…" Norman hacked at he fought for breath but the defeated look on Peter was worth it all.**

**Peter watched as Norman died there and knew it was another name to the list of people that had died because of him.**

**Peter! Peter wake up!**

**Peter woke up and looked around confused at first to the surroundings and to the wetness on his face. He looked at a blond holding his shoulders as he had sat up. It was then he remembers where he was and Kara was here with him along with his friends Spidey and his gang. "Peter?" She asked him with a worried look on her face and he reached up to his face and felt the wetness there and knew they were tears.**

**Peter shouting out in his sleep and crying slightly, she knew what it was, had waked Kara up. He never really talked about what exactly happened that night only the basics but from the look of him she knew it had to have been a dream of that night. Then Peter just broke down and she hugged him close to her. He hugged her back as his face was near her chest crying.**

**She felt like her heart was breaking, she hated it when Peter was like this, because the only thing she could never protect Peter from was from his past. She just held on to him rocking him gently and trying to give comfort to him. She knew that Peter had bad days it was most likely he would never fully get over what happened but she wanted to be here for him.**

**As they held each other Kara had to face it. She deeply cared for Peter and she also knew that she would have to tell him. But not now, right now she just held him until his tears stopped. But he still held on, he wanted her to hold on because he didn't want to be alone.**

**But a part of him kept thinking back to Osborn's words. How long until those he cared about in this reality died because of him? Would he fail to protect them or would his actions cause their deaths? Did he bring nothing but pain, suffering and death to all those around him? He knew that Kara was not like the others in his life back home but what if something happened to her? He didn't think he could start losing people again, not after all of that. And for some reason the thought of her dying cause him more pain then he thought. But he just wanted to hold her, to be sure there was at least one person still in his life that was alive and well. Away from them by a another bed Spidey heard the crys of Peter and Spidey looks over his left and sighs least for Kara giving him comfort and he held his 16 year old red headed wife Ariel sounded sleepily in his chest as he stroke her hair and she held him with her arms as they sleeped just give them a moment to themselves.**

**-Metropolis-**

**At another time walking the streets of one of Americas more famous cities was a man in a trench coat just walking alone the people there. He looked normal but he was far from that. He was Dr. Otto Octavius AKA Doctor Octopus. Ever since his arrival in this reality he had been researching it, studying it as the scientist that he was only could.**

**He had started up a file on all the heroes on this world and any powers or weaknesses he could find. Most of them he didn't have much on but Superman was intriguing to him, he had been surprised to find out that he was in fact an alien. He smiled knowing that if had landed in his world Fury and SHIELD would have taken him into custody as soon as he showed up. Ah how different this world was to him, it wasn't as constricting it seemed to the super powered community. But he learned of other things too like the villains in this world.**

**He knew that Peter had made allies here, he had been a loner hero in his world but it seemed he had joined this Justice League. Well that certainly complicated his plans for revenge that was for sure. But he came up with a plan. He had seen that these villains sometimes teamed up much like The Six had a few times. But as usual they were defeated, it seemed some things were universal. But he did come to an interesting piece of information about the earlier exploits of the League back before that alien invasion of those winged beings.**

**When he saw that his master plan was taking shape. At first he thought of using the portal technology to slip out of this reality after Peter's demise but then he got a better and bigger idea. If he could ally himself with a powerful force in this world and take care of this league of heroes then what would there be to fear? He already knew of the perfect ones to use against the League if he could find them.**

**But first he needed someone who had potential to have the power to keep him out of jail and the authorities coming down on him. Also a man who hated the League and would love to see it fall and crushed under his heel.**

**He had enough money to keep himself going for a bit. He had immediately left New York not wanting to tempt fate on a train. Along the stops he carefully made sure that he broke into a few places for some quick cash and then left the city. He still wasn't sure which hero protected which city. But he now had enough money on him to ensure a nice living in Metropolis as he haunted down his pry.**

**His friends however were getting anxious for action and to tare Spider-Man limb form limb, he had to calm them down, his tentacles grew more peaceful then under his coat. He needed to be calm and quiet about this, he didn't need some blue and red alien causing him trouble.**

**He found a decent hotel to stay at as he began searching for his new ally. It had taken a day to track him down, he was on the move a lot but he was holding a debate with one of the candidates soon and he planned to be there and to give him an offer he wouldn't dream of passing up on.**

**Later a man with a very expensive suit, who was a tall and imposing figure that seemed to radiate power and bold head walked back to his dressing room. Lex Luthor had just finished wiping the floor with his opponent. It had been easy really for him to do so, compared to himself his opponent was a rank amateur. He told his people that he would like to take a few minutes alone, besides he had a couple of guards in the room as well as outside. He was no fool he knew that if he won the election or seemed close to it there were many enemies that would do anything to ensure he didn't win.**

**He nodded to the two men outside and walked into his room. He closed the door and then noticed that there was another man in here, one he had never seen before. He was sitting his chair like he owned it and had on a large brown trench coat. He wore a pair of small dark shades and his face was squared with very short brown hair. "Who the hell are you? And were is my security!" He demanded of him.**

**He just smiled at him and pointed. Luthor didn't like this at all and was about to call in the guards outside when he noticed the two guards that were supposed to have watched his room on the floor not moving. "Don't worry they're not dead," The stranger said still smiling. "I didn't want unnecessary complications like disposing of two bodies."**

**Lex made for the door but a long silver metallic looking limb came out of nowhere and pressed against the door like a hand. He turned back to the man as another one of those things grabbed his suit and hauled him off his feet. He could see now that they came from under the coat and he caught a glimpse of a harness or something about his waist.**

**"Now don't go and do anything stupid like shouting out for help," He stood up now and walked over to Lex. He slowly dropped him and two of the arms started to fix up his suit. "I'm here to offer you something no one else can."**

**Lex brushed away the arms not showing any fear at the man, he knew that showing fear was a sign of weakness and in a position like this weakness would be very bad for him. "You have nothing I would want."**

**"How about the destruction of the Justice League?"**

**Lex merely laughed, "You know how many people have said that same thing? Myself included? And that was back when there was just seven of them, now there are too many to deal with."**

**"Oh I know but that's why I plan to fight fire with fire." Doc Ock said with a grin as he told him his plan.**

**Lex heard the plan, there were a few places that needed work in it but he had to admit. He was impressed with the grandness of it all. It was also ambitious and very dangerous if it failed. "But what if you get caught? Being involved in this will bring me down and then what?"**

**Doc Ock nodded to his point, "True but if I did and you won the election who would give me a presidential pardon? It would be in my best interests to keep from talking to you, I know you are still a very dangerous man and that I wouldn't last long in a jail cell." That was true this man was very much like an alternate form of Wilson Fist the Kingpin of crime.**

**He could also see the resemblance only Lex was much slimmer then Fist. But both were very dangerous man and not to be crossed. But that was price to pay when dealing with such men, you always ran that risk of them turning their disappointment and anger towards you.**

**Lex nodded, "Ver well then…let's get started then shall we?"**


End file.
